Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common units representing limited partner interests^F1,F2,F3	May 18, 2015	S	180,514	$15.01	D	10,000	D
Common units representing limited partner interests^F4	May 19, 2015	S	10,000	$14.81	D	0	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1This transaction was executed in multiple trades at prices ranging from $14.83 to $15.37. The price reported above reflects the weighted average sales price rounded to the nearest cent. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected.
F2This form is jointly filed by MRD Holdco LLC ("MRD Holdco"), Natural Gas Partners VIII, L.P. ("NGP VIII"), Natural Gas Partners IX, L.P. ("NGP IX"), NGP IX Offshore Holdings, L.P. ("NGP IX Offshore"), GFW VIII, L.L.C. ("GFW VIII"), G.F.W. Energy VIII, L.P. ("GFW Energy VIII"), GFW IX, L.L.C. ("GFW IX"), G.F.W. Energy IX, L.P. ("GFW Energy IX") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). NGP VIII, NGP IX and NGP IX Offshore own a controlling interest in MRD Holdco. GFW VIII is the sole general partner of GFW Energy VIII, which is the general partner of NGP VIII, and GFW IX is the sole general partner of GFW Energy IX, which is the general partner of NGP IX and NGP IX Offshore. Accordingly, each of MRD Holdco, NGP VIII, NGP IX, NGP IX Offshore, GFW VIII, GFW Energy VIII, GFW IX and GFW Energy IX may be deemed to share voting and dispositive power over the reported securities, and as a result may also be deemed to be the beneficial owners of these securities.
F3(Continued from footnote 2) GFW VIII has delegated full power and authority to manage NGP VIII, and GFW IX has delegated full power and authority to manage NGP IX and NGP IX Offshore, respectively, to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over these securities, and as result may be deemed to beneficially own these reported securities. MRD Holdco, NGP VIII, NGP IX, NGP IX Offshore, GFW VIII, GFW Energy VIII, GFW IX, GFW Energy IX and NGP ECM each disclaim beneficial ownership of the reported securities in excess of such entity's pecuniary interest in the securities. This report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
F4This transaction was executed in multiple trades at prices ranging from $14.75 to $14.92. The price reported above reflects the weighted average sales price rounded to the nearest cent. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected.

Remarks

MRD Holdco controls the voting power of over 50% of the outstanding shares of common stock of, and has the right to appoint up to three of the directors of the Board of Directors of, Memorial Resource Development Corp. ("Memorial Resource"). Memorial Resource controls Memorial Production Partners GP LLC, the general partner of the Issuer, and has the right to appoint all of the directors of the Board of Directors of Memorial Production Partners GP LLC. Therefore, MRD Holdco may be deemed a director by deputization.