SEC Form 4 · accession 0000899243-18-020312

RSP Permian, Inc. · RSPP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

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.
• F2Pursuant to the Merger Agreement, each share of RSP common stock issued and outstanding immediately prior to the effective time of the Merger (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.
• F3These securities were held of record by Michael W. Wallace. Leslyn M. Wallace, Mr. Wallace's spouse, disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
• F4These securities were held of record by Mrs. Wallace. Mr. Wallace disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
• F5These securities were held by Wallace Family Partnership, LP ("Wallace LP"). Michael Wallace Management, LLC ("Wallace Management") is the general partner of Wallace LP, and Mr. Wallace and Mrs. Wallace were the managers of Wallace Management. Accordingly, each of Mr. and Mrs. Wallace may be deemed to share voting and dispositive power over the reported securities of Wallace LP, and as a result may be deemed to beneficially own the reported securities of Wallace LP. Each of Mr. and Mrs. Wallace disclaims beneficial ownership of the reported securities of Wallace LP except to the extent of his or her pecuniary interest therein.
• F6These securities were held of record by Collins & Wallace Holdings, LLC. The estate of Ted Collins, Jr. and Wallace LP are the members of Collins & Wallace Holdings, LLC. Wallace Management is the general partner of Wallace LP, and Mr. and Mrs. Wallace are the managers of Wallace Management. Accordingly, the estate of Ted Collins, Jr. and Mr. and Mrs. Wallace may be deemed to share voting and dispositive power over the reported securities of Collins & Wallace Holdings, LLC, and as a result may be deemed to beneficially own the reported securities of Collins & Wallace Holdings, LLC. Each of Mr. and Mrs. Wallace disclaims beneficial ownership of the reported securities except to the extent of his or her pecuniary interest therein.
• F7These securities were purchased by Mr. Wallace as custodian for a minor child under the Uniform Transfer to Minors Act. Mr. Wallace disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
• F8These securities were held by a member of Mr. and Mrs. Wallace's immediate family sharing the same household. Mr. and Mrs. Wallace disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.