X, L.L.C. GFW Form 4 WildHorse Resource Development / Energy Capital Management, L.L.C. NGP ownership change

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^*

WHR Holdings, LLC

(Last) (First) (Middle)

9805 KATY FREEWAY, SUITE 400

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WildHorse Resource Development Corp [ WRD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2016

4. 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 Acquired, Disposed of, or Beneficially Owned
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, par value $0.01 per share	12/19/2016		A		21,200,084(1)	A	(1)	21,200,084(2)(3)(4)(5)	D(2)(3)(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

WHR Holdings, LLC

(Last) (First) (Middle)

9805 KATY FREEWAY, SUITE 400

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WildHorse Investment Holdings, LLC

(Last) (First) (Middle)

9805 KATY FREEWAY, SUITE 400

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP X US Holdings LP

(Last) (First) (Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP X Holdings GP, L.L.C.

(Last) (First) (Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP Natural Resources X, L.P.

(Last) (First) (Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G.F.W. Energy X, L.P.

(Last) (First) (Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GFW X, L.L.C.

(Last) (First) (Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP Energy Capital Management, L.L.C.

(Last) (First) (Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

Explanation of Responses:

1. On December 12, 2016, WHR Holdings, LLC ("WildHorse Holdings") entered into the Master Contribution Agreement (the "Master Contribution Agreement"), pursuant to which, immediately prior to the closing of WildHorse Resource Development Corporation's (the "Issuer") initial public offering, certain of the parties thereto, including WildHorse Holdings, contributed their membership interest in certain entities to the Issuer in exchange for shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"). Pursuant to the Master Contribution Agreement, WildHorse Holdings received 21,200,084 shares of Common Stock.

2. This form is jointly filed by WildHorse Holdings, WildHorse Investment Holdings, LLC ("WildHorse Investment Holdings"), NGP X US Holdings, L.P. ("NGP X US Holdings"), NGP X Holdings GP, L.L.C. ("NGP X Holdings GP"), NGP Natural Resources X, L.P. ("NGP X"), G.F.W. Energy X, L.P. ("GFW X"), GFW X, L.L.C. ("GFW X GP") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). WildHorse Investment Holdings owns 100% of the capital interests in WildHorse Holdings and NGP X US Holdings owns 90.3% of WildHorse Investment Holdings, and certain members of the Issuer's management team own the remaining 9.7%. As a result, NGP X US Holdings may be deemed to indirectly beneficially own the shares held by WildHorse Holdings. NGP X US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.

3. (Continued from Footnote 2) NGP X Holdings GP (the sole general partner of NGP X US Holdings), NGP X (the sole member of NGP X Holdings GP), GFW X (the sole general partner of NGP X) and GFW X GP (the sole general partner of GFW X) may each be deemed to share voting and dispositive power over the reported shares and therefore may also be deemed to be the beneficial owner of these shares. GFW X GP has delegated full power and authority to manage NGP X US Holdings to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares. Each of WildHorse Investment Holdings, NGP X US Holdings, NGP X Holdings GP, NGP X, GFW X, GFW X GP and NGP ECM disclaims beneficial ownership of the reported securities in excess of its pecuniary interest therein.

4. On December 19, 2016, WildHorse Holdings entered into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which, each of the parties thereto agreed, among other things, to cause the shares of Common Stock and any equity securities of the Issuer held by such party to be voted for the individuals properly designated by the parties to the Stockholders' Agreement for election to the Issuer's board of directors. As a result, the parties thereto may be deemed to be members of a group holding over 10% of the outstanding Common Stock of the Issuer (the "Group") for the purposes of Section 13(d)(3) of the Exchange Act of 1934, as amended (the "Exchange Act").

5. WildHorse Holdings disclaims beneficial ownership of the shares of Common Stock held by the members of the Group, except to the extent of its pecuniary interest therein, and this statement shall not be construed as an admission that WildHorse Holdings is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, WildHorse Holdings may be deemed to be a director by deputization by virtue of the right of it to designate members of the Issuer's board of directors pursuant to the Stockholders' Agreement

	/s/ Tony R. Weber, Authorized Person of WHR Holdings, LLC	12/19/2016
	/s/ Tony R. Weber, Authorized Person of WildHorse Investment Holdings, LLC	12/19/2016
	/s/ Tony R. Weber, Authorized Person of NGP X Holdings GP, L.L.C., the general partner of NGP X US Holdings, L.P.	12/19/2016
	/s/ Tony R. Weber, Authorized Person of NGP X Holdings GP, L.L.C.	12/19/2016
	/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P., the general partner of NGP Natural Resources X, L.P.	12/19/2016
	/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P.	12/19/2016
	/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C.	12/19/2016
	/s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C.	12/19/2016
	** Signature of Reporting Person	Date
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