SEC Form 5 · accession 0001104659-15-010478
RSP Permian, Inc. · RSPP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Natural Gas Partners IX, L.P.
10% Owner
G.F.W. ENERGY IX, L.P.
10% Owner
NGP IX Offshore Holdings, L.P.
10% Owner
Production Opportunities II, L.P.
10% Owner
GFW IX, L.L.C.
10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Feb 13, 2015 · 5:14 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,F2,F3,F4 | Dec 11, 2014 | J | 5,941,873 | — | A | 5,941,873 | I | See Footnotes |
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. Production Opportunities II, L.P. ("Production Opportunities") received 5,941,873 shares of common stock pursuant to this distribution from Holdco.
- F2Held directly by Production Opportunities.
- F3This form is jointly filed by Production Opportunities, Natural Gas Partners IX, L.P. ("NGP IX"), NGP IX Offshore Holdings, L.P. ("NGP Offshore"), G.F.W. Energy IX, L.P. ("GFW Energy"), GFW IX, L.L.C. ("GFW IX") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). GFW IX is the general partner of GFW Energy, the general partner of each of NGP IX and NGP Offshore, which jointly own Production Opportunities. Accordingly, each of GFW IX, GFW Energy, NGP IX, and NGP Offshore may be deemed to share voting and dispositive power over the reported securities of Production Opportunities, and as a result may be deemed to beneficially own the reported securities of Production Opportunities.
- F4GFW IX has delegated full power and authority to manage NGP IX and NGP Offshore to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over the reported securities of Production Opportunities, and as result may be deemed to beneficially own the reported securities of Production Opportunities. Each of GFW IX, GFW Energy, NGP IX, NGP Offshore and NGP ECM disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein.