SEC Form 5 · accession 0001104659-15-010471
RSP Permian, Inc. · RSPP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Wallace Family Partnership, LP
10% Owner
Michael W. Wallace
Director · 10% Owner
Leslyn M. Wallace
10% Owner
Michael Wallace Management, LLC
10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Feb 13, 2015 · 5:08 pm EST
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 | Dec 11, 2014 | J | 54,427 | — | A | 82,109 | I | See Footnote |
| Common StockF2 | holding | — | — | — | 9,739,126 | I | See Footnote | |
| Common StockF3 | holding | — | — | — | 2,166,152 | I | See Footnote | |
| Common StockF4 | holding | — | — | — | 5,000 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 500 | I | See Footnote | |
| Common StockF6 | holding | — | — | — | 300 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In connection with its impending dissolution, RSP Permian Holdco, L.L.C. ("Holdco") made a pro rata distribution of all of the shares of RSP Permian, Inc.'s common stock, par value $0.01 per share ("common stock"), that it held to its members. Leslyn M. Wallace, Michael W. Wallace's spouse, received 54,427 shares of common stock pursuant to this distribution from Holdco. Mr. Wallace disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F2These securities are 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 are 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 disclaim beneficial ownership of the reported securities of Wallace LP except to the extent of his or her pecuniary interest therein.
- F3These securities are held of record by Collins & Wallace Holdings, LLC. 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, Mr. Collins 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 disclaim beneficial ownership of the reported securities except to the extent of his or her pecuniary interest therein.
- F4These securities were acquired by Mr. Wallace as a restricted stock grant that will vest in three installments, with the first installment of 1,666 shares occurring on March 1, 2015, the second installment of 1,667 shares occurring on March 1, 2016 and the third installment of 1,667 shares occurring on March 1, 2017. Mrs. Wallace disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F5These 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.
- F6These securities are held by a member of Mr. and Mrs. Wallace's immediate family sharing the same household. Mr. and Mrs. Wallace disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein.