SEC Form 4 · accession 0000899243-18-020296
RSP Permian, Inc. · RSPP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Zane W. Arrott
Officer — Chief Operating Officer
Period of report
Jul 19, 2018
Accepted (ET)
Jul 20, 2018 · 6:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001588216
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 19, 2018 | A | 158,436 | — | A | 291,323 | D | |
| Common StockF3 | Jul 19, 2018 | D | 291,323 | — | D | 0 | D | |
| Common StockF3,F4 | Jul 19, 2018 | D | 374,300 | — | D | 0 | I | By family limited partnership |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On July 19, 2018, pursuant to the Agreement and Plan of Merger dated as of March 27, 2018 (the "Merger Agreement"), by and among Concho Resources Inc. ("Concho"), Green Merger Sub Inc. ("Merger Sub") and RSP Permian, Inc. ("RSP"), Merger Sub merged with and into RSP (the "Merger"), with RSP surviving the Merger as a wholly-owned subsidiary of Concho. Immediately prior to the effective time of the Merger (the "Effective Time"), the outstanding awards of performance-based restricted stock of RSP vested based on RSP's performance through the Effective Time, as determined by the RSP board of directors, and each vested share of performance-based restricted stock was converted into the right to receive 0.320 of a share of Concho common stock.
- F2(Continued from Footnote 1) On July 18, 2018 (the day prior to the Merger), the closing price of one share of Concho common stock was $149.66. Withholding for the payment of tax liabilities in connection with the vesting of restricted stock awards was effectuated following the conversion into shares of Concho common stock.
- F3Pursuant to the Merger Agreement, each share of RSP common stock issued and outstanding immediately prior to the Effective Time (including each outstanding share of time-based restricted stock of RSP that vested in full and was treated as a share of RSP common stock for purposes of the Merger Agreement) was converted into the right to receive 0.320 of a share of Concho common stock. On July 18, 2018 (the day prior to the Merger), the closing price of one share of Concho common stock was $149.66.
- F4Mr. Arrott is a general partner of Arrott Family Holdings, L.P. and therefore may be deemed to indirectly beneficially own these securities. Mr. Arrott disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.