Roan Resources, Inc.
14701 Hertz Quail Springs Pkwy
Oklahoma City, OK 73134
May 28, 2019
Division of Corporation Finance
Office of Natural Resources
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
| Re: | Roan Resources, Inc. |
Amendment No. 3 to Registration Statement on Form S-1
Filed on May 3, 2019
File No. 333-227953
Ladies and Gentlemen:
Set forth below are the responses of Roan Resources, Inc. (the “Company”, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 3, 2019, with respect to Amendment No. 3 to Registration Statement on Form S-1, File No. 333-227953, filed with the Commission on May 3, 2019 (the “Registration Statement”).
For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to the Amendment No. 3 to Registration Statement on Form S-1 unless otherwise specified. Concurrently with the submission of this letter, we are filing Amendment No. 4 to the Registration Statement on Form S-1 (“Amendment No. 4”) via EDGAR.
Form S-1/A filed May 3, 2019
Description of Capital Stock
Forum Selection, page 132
| 1. | We note your revised disclosure regarding your exclusive forum provision. Please clearly state whether this provision is intended to apply to actions arising under the Securities Act or Exchange Act, or tell us why you cannot provide such statement. Please refer to comment 3 in our letter dated February 21, 2019, and comment 18 in our letter dated November 19, 2018. |
RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see pages 43 and 138 of the Amendment No. 4.
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Securities and Exchange Commission
May 28, 2019
Page 2
Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Alan Beck of Vinson & Elkins L.L.P. at (713) 758-3638.
| Very truly yours, | ||
| ROAN RESOURCES, INC. | ||
| By: | /s/ David Edwards | |
| Name: | David Edwards | |
| Title: | Chief Financial Officer | |
Enclosures
| cc: | D. Alan Beck, Vinson & Elkins L.L.P. |
James R. Brown, Vinson & Elkins L.L.P.
