As filed with the Securities and Exchange Commission on July 19, 2018
RegistrationNo. 333-193754
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RSP PERMIAN, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 90-1022997 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
One Concho Center
600 West Illinois Avenue
Midland, Texas 79701
(432)683-7443
(Address of Principal Executive Offices) (Zip Code)
RSP Permian, Inc. 2014 Long Term Incentive Plan
(Full Title of the Plan)
Travis L. Counts
Senior Vice President, General Counsel and Corporate Secretary
One Concho Center
600 W. Illinois Avenue
Midland, Texas 79701
(432)683-7443
(Name and Address of Agent For Service) (Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer ☒ | Accelerated filer ☐ | |
| Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☐ | |
| Emerging growth company ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE — DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statement on FormS-8 (the “Registration Statement”), originally filed with the Securities and Exchange Commission by RSP Permian, Inc., a Delaware corporation (“RSP”):
| • | Registration StatementNo. 333-193754, filed on February 4, 2014, registering 10,000,000 shares of common stock, par value $0.01 per share, under the RSP Permian, Inc. 2014 Long Term Incentive Plan. |
Pursuant to the Agreement and Plan of Merger, dated as of March 27, 2018, by and among Concho Resources Inc., a Delaware corporation (“Concho”), Green Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Concho (“Merger Sub”), and RSP, Merger Sub merged with and into RSP (the “Merger”) on July 19, 2018, with RSP surviving the Merger as a wholly-owned subsidiary of Concho.
As a result of the Merger, RSP has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by RSP in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered and remain unsold at the termination of such offering, RSP hereby removes from registration by means of this Post-Effective Amendment No. 1 all of such securities RSP registered that remain unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Texas, on July 19, 2018.
| RSP PERMIAN, INC. | ||
| By: | /s/ Travis L. Counts | |
| Name: | Travis L. Counts | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
