SEC Form 4 · accession 0001104659-15-040446
RSP Permian, Inc. · RSPP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
GFW IX, L.L.C.
Other
Period of report
Apr 10, 2015
Accepted (ET)
May 22, 2015 · 4:53 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 | Apr 10, 2015 | S | 206,077 | $25.65 | D | 4,361,950 | I | See Footnote |
| Common StockF2,F3 | May 20, 2015 | S | 4,101,261 | $28.00 | D | 260,689 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On April 10, 2015, Production Opportunities II, L.P. ("Production Opportunities") sold 206,077 shares of RSP Permian, Inc.'s ("RSP") common stock, par value $0.01 per share ("common stock"), in connection with the exercise of the underwriter's option to purchase additional shares of common stock pursuant to the underwriting agreement, dated March 17, 2015, for a public offering of common stock by RSP, Production Opportunities and certain other stockholders of RSP.
- 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, which is the general partner of each of NGP IX and NGP Offshore, which jointly own Production Opportunities. GFW 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.
- F4On May 20, 2015, Production Opportunities sold 4,101,261 shares of common stock pursuant to Rule 144 under the Securities Act of 1933, as amended.
- F5Following the sale, Production Opportunities no longer has the right pursuant to a Stockholders' Agreement to designate one nominee to the Board of Directors of RSP (the "Board"). Also, as of RSP's annual meeting on May 20, 2015, David R. Albin, who was Production Opportunities' nominee to the Board, is no longer a member of the Board.