EnCap Energy Capital Fund IX Form 4 Eclipse Resources / D MARTIN PHILLIPS 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^*

EnCap Energy Capital Fund VIII, L.P.

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Eclipse Resources Corp [ ECR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2016

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	09/20/2016		J(1)		59,687,619	A	$0.00	59,687,619(2)	D(3)
Common Stock, par value $0.01 per share	09/20/2016		J(1)		33,159,784	A	$0.00	40,420,114(2)	I	See footnote(4)
Common Stock, par value $0.01 per share	09/20/2016		J(1)		46,016,031	A	$0.00	72,847,294(2)	I	See footnote(5)
Common Stock, par value $0.01 per share	09/20/2016		J(1)		140,353,407	D	$0.00	0	I	See footnote(6)
Common Stock, par value $0.01 per share								23,373	I	See footnote(7)
Common Stock, par value $0.01 per share								23,373	I	See footnote(8)

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^*

EnCap Energy Capital Fund VIII, L.P.

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ZORICH ROBERT L

(Last) (First) (Middle)

2121 OLD GATESBURG ROAD

SUITE 110

(Street)

STATE COLLEGE PA 16803

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PHILLIPS D MARTIN

(Last) (First) (Middle)

2121 OLD GATESBURG ROAD

SUITE 110

(Street)

STATE COLLEGE PA 16803

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnCap Energy Capital Fund VIII Co-Investors, L.P.

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnCap Energy Capital Fund IX, L.P.

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnCap Partners, LLC

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. Distribution of the common stock of Eclipse Resources Corporation (the "Issuer") by Eclipse Resources Holdings, L.P. ("Eclipse Holdings") to its limited partners in connection with the dissolution of Eclipse Holdings.

2. The reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

3. These securities are directly held by EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"). EnCap Partners, LLC ("EnCap Partners") is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), the general partner of EnCap Investments L.P. ("EnCap Investments"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the sole general partner of EnCap Fund VIII. Therefore, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments and EnCap Fund VIII GP may be deemed to beneficially own these securities.

4. These securities are directly held by EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest"). EnCap Partners is the managing member of EnCap Holdings, which is the sole member of EnCap Investments GP, the general partner of EnCap Investments, which is the general partner of EnCap Fund VIII GP, the sole general partner of EnCap Fund VIII Co-Invest. Therefore, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments and EnCap Fund VIII GP may be deemed to beneficially own these securities.

5. These securities are directly held by EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX"). EnCap Partners is the managing member of EnCap Holdings, which is the sole member of EnCap Investments GP, the general partner of EnCap Investments, which is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), the sole general partner of EnCap Fund IX. Therefore, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments and EnCap Fund IX GP may be deemed to beneficially own these securities.

6. These securities were directly held by Eclipse Holdings.

7. These securities are directly held by Robert L. Zorich.

8. These securities are directly held by D. Martin Phillips.

Remarks:

Exhibit List Exhibit 99 - Joint Filer Information

	EnCap Energy Capital Fund VIII, L.P. By: EnCap Equity Fund VIII GP, L.P., its general partner, EnCap Investments L.P., its general partner,EnCap Investments GP, L.L.C, its general partner /s/ D. Martin Phillips, Sr. Managing Director	09/22/2016
	** Signature of Reporting Person	Date
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