X0306 4/A 2015-03-23 2015-03-25 0 0001588216 RSP Permian, Inc. RSPP 0001597326 Production Opportunities II, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 Director by Deputization 0001408123 Natural Gas Partners IX, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 Director by Deputization 0001592748 NGP IX Offshore Holdings, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 Director by Deputization 0001541519 G.F.W. ENERGY IX, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 Director by Deputization 0001597404 GFW IX, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 Director by Deputization 0001471812 NGP Energy Capital Management, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 Director by Deputization Common Stock 2015-03-23 4 S 0 1373846 25.65 D 4568027 I See Footnotes In an underwritten public offering of RSP Permian, Inc.'s ("RSP") common stock, par value $0.01 per share ("common stock"), by RSP, Production Opportunities II, L.P. ("Production Opportunities") and certain other stockholders of RSP, Production Opportunities sold 1,373,846 shares of common stock. Held directly by Production Opportunities. This form is jointly filed by Production Opportunities, Natural Gas Partners IX, L.P. ("NGP IX"), NGP IX Offshore Holdings, L.P. ("NGP Offshore"), G.F.W. Energy IX, L.P. ("GFW Energy"), GFW IX, L.L.C. ("GFW IX") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). Production Opportunities has the right pursuant to a Stockholders' Agreement to designate one nominee to the Board of Directors of RSP, which nominee is David R. Albin. GFW IX is the general partner of GFW Energy, which is the general partner of each of NGP IX and NGP Offshore, which jointly own Production Opportunities. GFW IX has delegated full power and authority to manage NGP IX and NGP Offshore to NGP ECM. Accordingly, each of NGP ECM, GFW IX, GFW Energy, NGP IX and NGP Offshore may be deemed to share voting and dispositive power over the reported securities and, as a result, may be deemed to beneficially own the reported securities. Each of NGP ECM, GFW IX, GFW Energy, NGP IX and NGP Offshore disclaim beneficial ownership of the reported securities in excess of their respective pecuniary interests therein. The Reporting Persons' Form 5, filed with the Securities and Exchange Commission (''SEC'') on February 13, 2015, and Form 4, filed with the SEC on March 25, 2015, inadvertently failed to note the ''Director by Deputization'' status of the Reporting Persons. /s/ James E. Mutrie, attorney-in-fact for Production Opportunities II, L.P. 2015-05-22 /s/ James E. Mutrie, attorney-in-fact for the general partner of the general partner of Natural Gas Partners IX, L.P. 2015-05-22 /s/ James E. Mutrie, attorney-in-fact for the general partner of the general partner of NGP IX Offshore Holdings, L.P. 2015-05-22 /s/ James E. Mutrie, attorney-in-fact for the general partner of G.F.W. Energy IX, L.P. 2015-05-22 /s/ James E. Mutrie, attorney-in-fact for GFW IX, L.L.C. 2015-05-22 /s/ James E. Mutrie, attorney-in-fact for NGP Energy Capital Management, L.L.C. 2015-05-22