Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common units representing limited partner interests^F3,F4	Feb 13, 2015	M	5,360,912	$0.00	A	5,360,912	D
Common units representing limited partner interests^F2,F3,F4	Apr 14, 2015	S	4,661,663	$16.60	D	699,249	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Subordinated units representing ltd. partnership interests^F1	—	Feb 13, 2015	M	5,360,912	D	—	—	Common Units	5,360,912	0	D

Explanation of responses

F1Represents the automatic conversion of the 5,360,912 subordinated units into common units on a one-for-one basis effective as of February 13, 2015 (at the end of the subordination period, as defined in and in accordance with the Issuer's partnership agreement).
F2Pursuant to that certain Underwriting Agreement entered into among the Issuer, Memorial Production Partners GP LLC, Memorial Production Operating LLC and MRD Holdco LLC ("MRD Holdco") and the underwriters party thereto (the "Underwriters"), MRD Holdco sold 4,661,663 common units to the Underwriters on April 14, 2015.
F3This form is jointly filed by MRD Holdco, Natural Gas Partners VIII, L.P. ("NGP VIII"), Natural Gas Partners IX, L.P. ("NGP IX") and NGP IX Offshore Holdings, L.P. ("NGP IX Offshore" and together with NGP VIII and NGP IX, the "Funds"), 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,
F4(Continued from Footnote 3) and as a result may also be deemed to be the beneficial owners of these securities. 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.

Remarks

On June 4, 2014, (i) the Funds contributed all of their interests in Memorial Resource Development LLC ("MRD LLC") to MRD Holdco, after which MRD Holdco owned 100% of MRD LLC, and (ii) MRD LLC distributed certain assets, including the 5,360,912 subordinated units reflected in Table II that converted into the 5,360,912 common units reflected in Table I, to MRD Holdco. Each of MRD LLC and MRD Holdco were or are owned in the same percentage by each Fund and there were no changes to any of the Funds' pecuniary interest in the reported securities as a result of the transactions described in (i) and (ii). 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.