IX Holdings GP, L.L.C. NGP Form 4 WildHorse Resource Development / IX, L.L.C. GFW 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^*

Esquisto 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)
05/14/2018

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, par value $0.01 per share	05/14/2018		J(1)		12,055,621	D	$0.00(1)	26,699,709(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^*

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 Energy Capital Management, 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^*

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. Pursuant to the Written Consent of the Board of Managers of Esquisto Holdings, LLC ("Esquisto Holdings"), dated May 10, 2018, and the Redemption and Distribution Agreement, dated May 14, 2018, by and among Esquisto Holdings (the "Issuer") and the other parties thereto, Esquisto Holdings made a pro rata distribution of shares of WildHorse Resource Development Corporation's common stock, par value $0.01 per share ("Common Stock"), that it held to its members.

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 IX Holdings GP, LLC ("NGP IX Holdings GP"), NGP Natural Resources IX, L.P. ("NGP Natural Resources IX"), G.F.W. Energy IX, L.P. ("GFW Energy IX"), GFW IX, L.L.C. ("GFW IX") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). Esquisto Investment Holdings owns 100% of the capital interests in Esquisto Holdings, and NGP IX US Holdings has shared rights to appoint a majority of the board of managers of Esquisto Investment Holdings. As a result, NGP IX US Holdings may be deemed to indirectly beneficially own the shares held by Esquisto Holdings. NGP IX US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.

3. (Continued from Footnote 2) NGP IX Holdings GP (the sole general partner of NGP IX US Holdings), NGP Natural Resources IX (the sole member of NGP IX Holdings GP), G.F.W. Energy IX (the sole general partner of NGP Natural Resources IX) and GFW IX (the sole general partner of GFW Energy IX) 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, has delegated full power and authority to manage NGP IX 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 IX Holdings GP, NGP Natural Resources IX, GFW Energy IX, GFW IX and NGP ECM disclaims beneficial ownership of the reported securities in excess of its pecuniary interest therein.

4. On December 19, 2016, Esquisto 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. 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:

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.

	/s/ Tony R. Weber, Authorized Person of Esquisito Holdings, LLC	05/15/2018
	/s/ Richard D. Brannon, Authorized Person of Esquisito Investment Holdings, LLC	05/15/2018
	/s/ Tony R. Weber, Authorized Person of NGP IX Holdings GP, LLC the general partner of NGP IX US Holdings, LP	05/15/2018
	/s/ Tony R. Weber, Authorized Person of NGP IX Holdings GP, LLC	05/15/2018
	/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.	05/15/2018
	/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P.	05/15/2018
	/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C	05/15/2018
	/s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C.	05/15/2018
	** Signature of Reporting Person	Date
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