X0306 4 2016-12-28 0 0001658566 Centennial Resource Development, Inc. CDEV 0001692664 Riverstone Non-ECI USRPI AIV, L.P. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001692815 Riverstone Non-ECI USRPI AIV GP, L.L.C. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001692896 Riverstone Non-ECI Partners GP (Cayman), L.P. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001692922 Riverstone Non-ECI GP Cayman LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001692880 Riverstone Non-ECI GP Ltd. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001686391 Riverstone Energy Partners VI, L.P. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001686387 Riverstone Energy GP VI, LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001686355 Riverstone Energy GP VI Corp. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001222726 LEUSCHEN DAVID M C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001232151 LAPEYRE PIERRE F JR C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 Class A Common Stock 2016-12-28 4 A 0 3473590 14.54 A 104858590 I See footnote Series B Preferred Stock 2016-12-28 4 A 0 104400 3635.00 A Class A Common Stock 26100000 104400 I See footnote Includes 750,421 shares held of record by REL US Centennial Holdings, LLC ("REL US"), 2,538,780 shares held of record by Riverstone VI Centennial QB Holdings, L.P. ("Riverstone QB Holdings"), and 184,389 shares held of record by Riverstone Non-ECI USRPI AIV, L.P. ("Riverstone Non-ECI") of Class A Common Stock. Includes 22,554 shares held of record by REL US, 76,304 shares held of record by Riverstone QB Holdings, and 5,542 shares held of record by Riverstone Non-ECI of Series B Preferred Stock. David Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC. Riverstone Holdings, LLC is the sole shareholder of Riverstone Energy GP VI Corp., which is the managing member of Riverstone Energy GP VI, LLC, which is the general partner of Riverstone Energy Partners VI, L.P., which is the general partner Riverstone QB Holdings. Riverstone Energy GP VI, LLC is managed by an eight person managing committee consisting of Pierre F. Lapeyre, Jr., David M. Leuschen, James T. Hackett, Michael B. Hoffman, N. John Lancaster, Andrew W. Ward, Mark G. Papa and, on a rotating basis, one of E. Bartow Jones, Baran Tekkora and Robert M. Tichio. (continued) The members of the managing committee of Riverstone Energy GP VI Corp., Riverstone Energy GP VI, LLC and Riverstone Energy Partners VI, L.P. may be deemed to share beneficial ownership of the securities held of record by Riverstone QB Holdings. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. (continued) David Leuschen and Pierre F. Lapeyre, Jr. are the sole shareholders of Riverstone Holdings II (Cayman) Ltd. Riverstone Holdings II (Cayman) Ltd. is the general partner of Riverstone Energy Limited Investment Holdings, LP, which is the sole shareholder of REL IP General Partner Limited, which is the general partner of REL IP General Partner LP, which is the managing member of REL US. Each of Messrs. Leuschen and Lapeyre, Riverstone Holdings II (Cayman) Ltd., Riverstone Energy Limited Investment Holdings, LP, REL IP General Partner Limited and REL IP General Partner LP may be deemed to share beneficial ownership of the securities held of record by REL US. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. (continued) Riverstone Non-ECI GP Ltd. is the sole member of Riverstone Non-ECI Cayman GP LLC, which is the general partner of Riverstone Non-ECI Partners GP (Cayman), L.P. which is the sole member of Riverstone Non-ECI USRPI AIV GP, L.L.C. which is the general partner of Riverstone Non-ECI. Riverstone Non-ECI GP Ltd. is managed by Mr. Leuschen and Mr. Lapeyre. As such, each of Messrs. Leuschen and Lapeyre, Riverstone Non-ECI GP Ltd., Riverstone Non-ECI Cayman GP LLC Riverstone Non-ECI Partners GP (Cayman), L.P. and Riverstone Non-ECI USRPI AIV GP, L.L.C. may be deemed to share beneficial ownership of the securities held of record by Riverstone Non-ECI. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Silver Run Manager is the managing member of Silver Run Sponsor. Riverstone Holdings is the managing member of Silver Run Manager. Mr. Leuschen and Mr. Lapeyre are the managing directors of Riverstone Holdings and have or share voting and investment discretion with respect to the securities held of record by Silver Run Sponsor. As such, each of Silver Run Manager, Riverstone Holdings, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Silver Run Sponsor. Each such entity or person disclaims any such beneficial ownership of such securities. The Series B Preferred Stock has no expiration date and will automatically convert into shares of Class A Common Stock on a 250-to-1 basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like) upon receipt by the Issuer of stockholder approval for the issuance of the shares of Class A Common Stock issuable upon conversion of the Series B Preferred Stock. Due to the limitations of the electronic filing system, each of the REL US Centennial Holdings, LLC, REL IP General Partner LP, REL IP General Partner Limited, Riverstone Energy Limited Investment Holdings, LP, Riverstone Holdings II (Cayman) Ltd.; Riverstone VI Centennial QB Holdings, L.P.; Riverstone Holdings, LLC; Silver Run Sponsor, LLC; and Silver Run Sponsor Manager, LLC are filing a separate Form 4. Riverstone Non-ECI USRPI AIV, L.P. by: Riverstone Non-ECI USRPI AIV GP, L.L.C. its general partner by: /s/ Thomas J. Walker, Managing Director 2016-12-30 Riverstone Non-ECI USRPI AIV GP, L.L.C. by: /s/ Thomas J. Walker, Managing Director 2016-12-30 Riverstone Non-ECI Partners GP (Cayman), L.P. by: Riverstone Non-ECI GP Cayman LLC, its general partner by: Riverstone Non-ECI GP Ltd., its sole member by: /s/ Thomas J. Walker, Director 2016-12-30 Riverstone Non-ECI GP Cayman LLC by: Riverstone Non-ECI GP Ltd., its sole member by: /s/ Thomas J. Walker, Director 2016-12-30 Riverstone Non-ECI GP Ltd. by: /s/ Thomas J. Walker, Director 2016-12-30 Riverstone Energy Partners VI, L.P. by: Riverstone Energy GP VI, LLC, its general partner by: Thomas J. Walker, Managing Director 2016-12-30 Riverstone Energy GP VI, LLC by: Thomas J. Walker, Managing Director 2016-12-30 Riverstone Energy GP VI Corp by: Thomas J. Walker, Vice President 2016-12-30 David M. Leuschen by: Thomas J. Walker, attorney-in-fact 2016-12-30 Pierre F. Lapeyre Jr. by: Thomas J. Walker, attorney-in-fact 2016-12-30