SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol RSP Permian, Inc. [ RSPP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/10/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/10/2017 | S | 19,200 | D | $40.5(1)(2) | 8,306,651 | D | |||
| Common Stock | 05/10/2017 | S | 1,800 | D | $40.82(2)(3) | 8,304,851 | D | |||
| Common Stock | 05/11/2017 | S | 21,000 | D | $40.66(2)(4) | 8,283,851 | D | |||
| Common Stock | 1,000 | I | By spouse(5) | |||||||
| Common Stock | 2,166,152 | I | See footnote(6) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On May 10, 2017, pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plan"), Mr. Collins sold 19,200 shares in multiple trades at prices ranging from $39.77 to $40.76. The price reported above reflects the weighted average sale price. Mr. Collins hereby undertakes to provide to the Securities and Exchange Commission staff (the "Staff"), the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. |
| 2. The first sale under the 10b5-1 Plan was on March 8, 2017 and the 10b5-1 Plan provides for twice-monthly sales of Mr. Collins' shares at or above a minimum share price of $30.00 per share on randomly pre-determined dates ("Trade Date"). No more than 500,000 shares may be sold in the aggregate under the 10b5-1 Plan and no more than 100,000 shares may be sold on any Trade Date. The 10b5-1 Plan terminates no later than February 8, 2018, regardless of whether the maximum of 500,000 shares in the aggregate have been sold. |
| 3. On May 10, 2017, pursuant to the 10b5-1 Plan, Mr. Collins sold 1,800 shares in multiple trades at prices ranging from $40.77 to $40.89. The price reported above reflects the weighted average sale price. Mr. Collins hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. |
| 4. On May 11, 2017, pursuant to the 10b5-1 Plan, Mr. Collins sold 21,000 shares in multiple trades at prices ranging from $40.44 to $40.91. The price reported above reflects the weighted average sale price. Mr. Collins hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. |
| 5. These securities are held of record by Mr. Collins' spouse. Mr. Collins disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 6. These securities are held of record by Collins & Wallace Holdings, LLC. Mr. Collins and Wallace Family Partnership, LP are the members of Collins & Wallace Holdings, LLC. Accordingly, Mr. Collins 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. Mr. Collins disclaims beneficial ownership of the reported securities in excess of his pecuniary interests therein. |
| Remarks: |
| /s/ James E. Mutrie, attorney-in-fact for Ted Collins, Jr. | 05/12/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||