David M Leuschen Form 3 Silver Run Acquisition / PIERRE F LAPEYRE JR ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Silver Run Sponsor, LLC

(Last) (First) (Middle)

1000 LOUISIANA STREET, SUITE 1450

C/O RIVERSTONE EQUITY

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2016

3. Issuer Name and Ticker or Trading Symbol
Silver Run Acquisition Corp [ SRAQ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	11,380,000(2)	(1)	I	See footnote(3)

1. Name and Address of Reporting Person^*

Silver Run Sponsor, LLC

(Last) (First) (Middle)

1000 LOUISIANA STREET, SUITE 1450

C/O RIVERSTONE EQUITY

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Run Sponsor Manager, LLC

(Last) (First) (Middle)

C/O SILVER RUN ACQUISITION CORPORATION

1000 LOUISIANA STREET, SUITE 1450

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RIVERSTONE HOLDINGS LLC

(Last) (First) (Middle)

712 FIFTH AVENUE

36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEUSCHEN DAVID M

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LAPEYRE PIERRE F JR

(Last) (First) (Middle)

C/O RIVERSTONE

712 FIFTH AVENUE 19TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. The Class B Common Stock is convertible for the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and has no expiration date.

2. Includes 1,500,000 shares of Class B Common Stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering of common stock do not exercise their over-allotment option in full.

3. Silver Run Sponsor, LLC is the record holder of the securities reported herein. Silver Run Sponsor Manager, LLC is the managing member of Silver Run Sponsor, LLC. Riverstone Holdings LLC is the managing member of Silver Run Sponsor Manager, LLC. David Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC and have or share voting and investment discretion with respect to the securities held of record by Silver Run Sponsor, LLC. As such, each of Silver Run Sponsor Manager, LLC, Riverstone Holdings LLC, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the common stock held directly by Silver Run Sponsor, LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney; Exhibit 24.2 - Power of Attorney

	SILVER RUN SPONSOR, LLC by: Silver Run Sponsor Manager, LLC, its managing member, by: /s/ Thomas J. Walker, Managing Director	02/23/2016
	SILVER RUN SPONSOR MANAGER, LLC by: /s/ Thomas J. Walker, Managing Director	02/23/2016
	RIVERSTONE HOLDINGS LLC by: /s/ Thomas J. Walker, Authorized Person	02/23/2016
	DAVID M. LEUSCHEN, by: /s/ Thomas J. Walker, attorney-in-fact	02/23/2016
	PIERRE F. LAPEYRE, JR., by: /s/ Thomas J. Walker, attorney-in-fact	02/23/2016
	** Signature of Reporting Person	Date
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