SEC Form 4/A · accession 0001104659-15-040445
RSP Permian, Inc. · RSPP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
GFW IX, L.L.C.
Other
Period of report
Mar 23, 2015
Accepted (ET)
May 22, 2015 · 4:52 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 StockF2,F3,F4 | Mar 23, 2015 | S | 1,373,846 | $25.65 | D | 4,568,027 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In an underwritten public offering of RSP Permian, Inc.'s ("RSP") common stock, par value $0.01 per share ("common stock"), by RSP, Production Opportunities II, L.P. ("Production Opportunities") and certain other stockholders of RSP, Production Opportunities sold 1,373,846 shares of common stock.
- 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"). Production Opportunities has the right pursuant to a Stockholders' Agreement to designate one nominee to the Board of Directors of RSP, which nominee is David R. Albin. GFW IX is the general partner of GFW Energy, which is the general partner of each of NGP IX and NGP Offshore, which jointly own Production Opportunities.
- F4GFW IX has delegated full power and authority to manage NGP IX and NGP Offshore to NGP ECM. Accordingly, each of NGP ECM, GFW IX, GFW Energy, NGP IX and NGP Offshore may be deemed to share voting and dispositive power over the reported securities and, as a result, may be deemed to beneficially own the reported securities. Each of NGP ECM, GFW IX, GFW Energy, NGP IX and NGP Offshore disclaim beneficial ownership of the reported securities in excess of their respective pecuniary interests therein.
Remarks
The Reporting Persons' Form 5, filed with the Securities and Exchange Commission (''SEC'') on February 13, 2015, and Form 4, filed with the SEC on March 25, 2015, inadvertently failed to note the ''Director by Deputization'' status of the Reporting Persons.