X0306 4 2015-03-31 0 0001599222 Memorial Resource Development Corp. MRD 0001610259 Cole Herbert William 9805 KATY FREEWAY, SUITE 400 HOUSTON TX 77024 0 0 0 1 Member 13(d)group owning >10% Common Stock 2015-08-31 4 S 0 5000 19.432 D 45772 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.431 to $19.441, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Herbert William Cole 2015-08-31