X0306 4 2016-01-29 0 0001599222 Memorial Resource Development Corp. MRD 0001610390 Graham Jay Carlton 500 DALLAS STREET, SUITE 1800 HOUSTON TX 77002 1 1 0 1 CEO and Director Member 13(d) group owning >10% Common Stock 11582289 D Common Stock 580000 I By WHR Incentive LLC Mr. Graham disclaims beneficial ownership of the reported securities in excess of his pecuniary interest in the securities. This report shall not be deemed an admission that the reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. Exihbit 24 - Power of Attorney /s/ Jay C. Graham 2016-02-02