X0206 3 2017-03-01 0 0001588216 RSP Permian, Inc. RSPP 0000884413 KAYNE RICHARD A 1800 AVENUE OF THE STARS, 3RD FLOOR LOS ANGELES CA 90067 0 0 1 0 Common Stock 27876089 I See Footnotes Includes 13,470,771 shares of common stock, par value $0.01 per share (the "Common Stock"), of RSP Permian, Inc. (the "Issuer") owned directly by Silver Hill Energy Partners Holdings, LLC ("SHEP Holdings") and 14,405,318 shares of the Common Stock owned directly by Silver Hill Energy Partners II, LLC ("SHEP II"). Kayne Anderson Capital Advisors, L.P. ("KACALP") is the managing member of the general partner of Kayne Anderson Energy Fund VI LP ("KAEF VI LP"), and Kayne Anderson Energy Fund VII LP ("KAEF VII LP"). KAEF VI LP is a member of SHEP Holdings that holds the right to appoint five of the nine representatives to the board of managers of SHEP Holdings. (Continued from footnote 1) The five representatives to the board of managers of SHEP Holdings appointed by KAEF VI LP possess the majority vote of the board of managers of SHEP Holdings. KAEF VII LP is a member of SHEP II that holds the right to appoint three of the five representatives to the board of managers of SHEP II. The three representatives to the board of managers of SHEP II appointed by KAEF VII LP possess the majority vote of the board of managers of SHEP II. As a result, KACALP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by SHEP Holdings and by SHEP II. Richard A. Kayne ("Mr. Kayne") is the controlling shareholder of Kayne Anderson Investment Management, Inc., the general partner of KACALP. Mr. Kayne is also a limited partner of KAEF VI LP and KAEF VII LP. Mr. Kayne disclaims beneficial ownership of the shares reported, except those shares held by him or attributable to him by virtue of his limited partnership interests in KAEF VI LP and KAEF VII LP and his indirect interest in the interest of KACALP in the limited partnerships. /s/ Richard A. Kayne 2017-03-01