RSP Permian (RSPP) Form 4 RSP Permian / Michael W. Wallace 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^*

Wallace Family Partnership, LP

(Last) (First) (Middle)

508 W. WALL STREET, SUITE 1200

(Street)

MIDLAND TX 79701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RSP Permian, Inc. [ RSPP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2018

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	03/29/2018		S		62,500	D	$46.81(1)(2)	8,064,126	I	See Note(3)
Common Stock								27,781	I	See Note(4)
Common Stock								82,109	I	See Note(5)
Common Stock								2,166,152	I	See Note(6)
Common Stock								500	I	See Note(7)
Common Stock								300	I	See Note(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^*

Wallace Family Partnership, LP

(Last) (First) (Middle)

508 W. WALL STREET, SUITE 1200

(Street)

MIDLAND TX 79701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Michael Wallace Management, LLC

(Last) (First) (Middle)

508 W. WALL STREET, SUITE 1200

(Street)

MIDLAND TX 79701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wallace Michael W.

(Last) (First) (Middle)

3141 HOOD STREET, STE 500

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wallace Leslyn M.

(Last) (First) (Middle)

508 W. WALL STREET, SUITE 1200

(Street)

MIDLAND TX 79701

(City) (State) (Zip)

Explanation of Responses:

1. On March 29, 2018, pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plan"), Wallace Family Partnership, LP ("Wallace LP") sold 62,500 shares in multiple trades at prices ranging from $46.45 to $47.09. The price reported above reflects the weighted average sale price. Wallace LP hereby undertakes to provide to the Securities and Exchange Commission 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 January 11, 2018. No more than 250,000 shares may be sold in the aggregate under the 10b5-1 Plan. The 10b5-1 Plan terminates no later than July 3, 2018, regardless of whether the maximum of 250,000 shares in the aggregate have been sold.

3. These securities are held by Wallace LP. Michael Wallace Management, LLC ("Wallace Management") is the general partner of Wallace LP, and Mr. Wallace and Mrs. Wallace are the managers of Wallace Management. Accordingly, each of Mr. and Mrs. Wallace may be deemed to share voting and dispositive power over the reported securities of Wallace LP, and as a result may be deemed to beneficially own the reported securities of Wallace LP. Each of Mr. and Mrs. Wallace disclaim beneficial ownership of the reported securities of Wallace LP except to the extent of his or her pecuniary interest therein.

4. These securities are held of record by Michael W. Wallace. Leslyn M. Wallace, Mr. Wallace's spouse, disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

5. These securities are held of record by Mrs. Wallace. Mr. Wallace 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. The Estate of Ted Collins, Jr. and Wallace LP are the members of Collins & Wallace Holdings, LLC. Wallace Management is the general partner of Wallace LP, and Mr. and Mrs. Wallace are the managers of Wallace Management. Accordingly, The Estate of Ted Collins, Jr. and Mr. and Mrs. Wallace 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. Each of Mr. and Mrs. Wallace disclaim beneficial ownership of the reported securities except to the extent of his or her pecuniary interest therein.

7. These securities were purchased by Mr. Wallace as custodian for a minor child under the Uniform Transfer to Minors Act. Mr. Wallace disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

8. These securities are held by a member of Mr. and Mrs. Wallace's immediate family sharing the same household. Mr. and Mrs. Wallace disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.

Remarks:

	/s/ James E. Mutrie, attorney-in-fact for Wallace Family Partnership, LP	04/02/2018
	/s/ James E. Mutrie, attorney-in-fact for Michael Wallace Management, LLC	04/02/2018
	/s/ James E. Mutrie, attorney-in-fact for Michael W. Wallace	04/02/2018
	/s/ James E. Mutrie, attorney-in-fact for Leslyn M. Wallace	04/02/2018
	** 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).
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