NGP XI US Form 3 WildHorse Resource Development / IX Holdings GP, L.L.C. NGP ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Esquisto Holdings, LLC

(Last) (First) (Middle)

9805 KATY FREEWAY, SUITE 400

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/13/2016

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share	0(1)(2)(3)(4)(5)(6)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Esquisto Holdings, LLC

(Last) (First) (Middle)

9805 KATY FREEWAY, SUITE 400

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GFW IX, L.L.C.

(Last) (First) (Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP XI Holdings GP, L.L.C.

(Last) (First) (Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP Natural Resources XI, 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^*

NGP XI US Holdings, 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^*

Esquisto 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 IX US Holdings, 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^*

NGP IX 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^*

Natural Gas Partners IX, 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 IX, L.P.

(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, Esquisto Holdings, LLC ("Esquisto Holdings") entered into the Master Contribution Agreement (the "Master Contribution Agreement"), pursuant to which, immediately prior to and contingent upon the closing of WildHorse Resource Development Corporation's (the "Issuer") initial public offering, certain of the parties thereto, including Esquisto Holdings, agreed, among other things, to contribute 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, Esquisto Holdings will receive 38,755,330 shares of Common Stock.

2. This form is jointly filed by Esquisto Holdings, Esquisto Investment Holdings, LLC ("Esquisto Investment Holdings"), NGP IX US Holdings, LP ("NGP IX US Holdings"), NGP XI US Holdings, L.P. ("NGP XI US Holdings"), NGP IX Holdings GP, LLC ("NGP IX Holdings GP"), NGP XI Holdings GP, L.L.C. ("NGP XI Holdings GP"), NGP Natural Resources IX, L.P. ("NGP Natural Resources IX"), NGP Natural Resources XI, L.P. ("NGP Natural Resources XI"), G.F.W. Energy IX, L.P. ("GFW Energy IX"), G.F.W. Energy XI, L.P. ("GFW Energy XI"), GFW IX, L.L.C. ("GFW IX"), GFW XI, L.L.C. ("GFW XI") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). Following the transactions contemplated by the Master Contribution Agreement, (i) Esquisto Investment Holdings will own 100% of the capital interests in Esquisto Holdings, and the board of managers of Esquisto Investment Holding consists of Richard Brannon (one of our directors), Mike Hoover, Bruce Selkirk, Brian Minnehan, Mr. Hayes, David R. Albin and Craig Glick,

3. (Continued from footnote 2) and (ii) NGP IX US Holdings and NGP XI US Holdings directly and indirectly will own 27.6% and 62.4% of Esquisto Investment Holdings, respectively, and certain members of Esquisto's management team will own the remaining 10.0%. As a result, NGP IX US Holdings and NGP XI US Holdings may be deemed to indirectly beneficially own the shares held by Esquisto Holdings. Each of NGP IX US Holdings and NGP XI US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. NGP IX Holdings GP (the sole general partner of NGP IX US Holdings), NGP XI Holdings GP (the sole general partner of NGP XI US Holdings), NGP Natural Resources IX (the sole member of NGP IX Holdings GP), NGP Natural Resources XI (the sole member of NGP XI Holdings GP), G.F.W. Energy IX (the sole general partner of NGP Natural Resources IX), G.F.W. Energy XI (the sole general partner of NGP Natural Resources XI),

4. (Continued from footnote 3) GFW IX (the sole general partner of GFW Energy IX) and GFW XI (the sole general partner of GFW Energy XI) 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 IX, L.L.C. and GFW XI, L.L.C. have delegated full power and authority to manage NGP IX US Holdings and NGP XI 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 Esquisto Investment Holdings, NGP IX US Holdings, NGP XI US Holdings, NGP IX Holdings GP, NGP XI Holdings GP, NGP Natural Resources IX, NGP Natural Resources XI, GFW Energy IX, GFW Energy XI, GFW IX, GFW XI and NGP ECM disclaims beneficial ownership of the reported securities in excess of its pecuniary interest therein.

5. In connection with the closing of the Issuer's initial public offering, Esquisto Holdings is expected to enter into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which, each of the parties thereto will agree, 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 for the purposes of Section 13(d)(3) of the Exchange Act (the "Group").

6. Esquisto 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 Esquisto Holdings is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:

Director by Deputization For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Esquisto 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. Form 1 of 2.

	/s/ Tony R. Weber, Authorized Person of Esquisto Holdings, LLC	12/13/2016
	/s/ Richard D. Brannon, Authorized Person of Esquisto Investment Holdings, LLC	12/13/2016
	/s/ Tony R. Weber, Authorized Person of NGP IX Holdings GP, LLC, the general partner of NGP IX US Holdings, LP	12/13/2016
	/s/ Tony R. Weber, Authorized Person of NGP XI Holdings GP, L.L.C., the general partner of NGP XI US Holdings, L.P.	12/13/2016
	/s/ Tony R. Weber, Authorized Person of NGP IX Holdings GP, LLC	12/13/2016
	/s/ Tony R. Weber, Authorized Person of NGP XI Holdings GP, L.L.C.	12/13/2016
	/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P., the general partner of Natural Gas Partners IX, L.P.	12/13/2016
	/s/ Tony R. Weber, Authorized Person of GFW XI, L.L.C., the general partner of G.F.W. Energy XI, L.P., the general partner of NGP Natural Resources XI, L.P.	12/13/2016
	/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P.	12/13/2016
	/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C.	12/13/2016
	** Signature of Reporting Person	Date
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