X0306 4 2016-06-14 0 0001521847 Memorial Production Partners LP MEMP 0001377295 Weinzierl John A 500 DALLAS STREET, SUITE 1600 HOUSTON TX 77002 1 1 0 0 CEO and Chairman Phantom units 2016-06-14 4 A 0 1005587 0 A Common Units 1005587 1005587 D Each phantom unit awarded to the reporting person is the economic equivalent of one common unit representing a limited partner interest in the issuer ("Common Unit"). The phantom units awarded to the reporting person will vest in three equal annual installments beginning on the first anniversary of the grant. Award includes distribution equivalent rights pursuant to which the reporting person will receive a cash payment with respect to each phantom unit equal to any cash distribution paid by the issuer to a holder of a Common Unit. Upon vesting, the phantom units shall be settled through an amount of cash in a single lump sum payment equal to the product of (y) the closing price of the Common Units on the vesting date and (z) the number of such vested phantom units. In lieu of a cash payment, the Board of Directors of the general partner of the issuer, in its discretion, may elect for the reporting person to receive either a number of Common Units equal to the number of such vested phantom units or a combination of cash and Common Units. The reporting person is the Chief Executive Officer and Chairman of Memorial Production Partners GP LLC, the general partner of the issuer. /s/ John A. Weinzierl 2016-06-16