Management Group, L.L.C. Riverstone Form 4 Centennial Resource Development / Management Group, L.L.C. Riverstone 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^*

REL US Centennial Holdings, LLC

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Centennial Resource Development, Inc. [ CDEV ]

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)
05/22/2020

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
Class A Common Stock	05/22/2020		P		3,534,233	A	$0.98	91,299,941	I	See footnote(1)(2)(3)(4)(5)(6)

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^*

REL US Centennial Holdings, LLC

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

REL IP General Partner LP

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

REL IP General Partner Ltd

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverstone Energy Ltd Investment Holdings, LP

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverstone Holdings II (Cayman) Ltd.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverstone VI Centennial QB Holdings, L.P.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RIVERSTONE HOLDINGS LLC

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverstone Management Group, L.L.C.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverstone/Gower Mgmt Co Holdings, L.P.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. Following the transaction reported herein, includes 15,179,971 shares held of record by REL US Centennial Holdings, LLC ("REL US"), 62,022,325 shares held of record by Riverstone VI Centennial QB Holdings, L.P. ("Riverstone QB Holdings"), 6,231,914 shares held of record by Riverstone Non-ECI USRPI AIV, L.P. ("Riverstone Non-ECI"), and 7,865,731 shares held of record by Silver Run Sponsor, LLC ("Silver Run Sponsor"), of Class A Common Stock.

2. David Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C. ("Riverstone Management"), which is the managing member of Riverstone/Gower Mgmt Co Holdings, L.P. ("Riverstone/Gower"), which is the sole member of Riverstone Holdings LLC ("Holdings") and the sole shareholder of Riverstone Holdings II (Cayman) Ltd. ("Holdings II").

3. Holdings is the sole shareholder of Riverstone Energy GP VI Corp, which is the managing member of Riverstone Energy GP VI, LLC, which is the general partner of Riverstone Energy Partners VI, L.P., which is the general partner of Riverstone QB Holdings. As such, each of Messrs. Leuschen and Lapeyre, Riverstone Management, Riverstone/Gower, Holdings, Riverstone Energy GP VI Corp, Riverstone Energy GP VI, LLC and Riverstone Energy Partners VI, L.P. may be deemed to share beneficial ownership of the securities held of record by Riverstone QB Holdings. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

4. Holdings is also the managing member of Silver Run Sponsor Manager, LLC, which is the managing member of Silver Run Sponsor. As such, each of Messrs. Leuschen and Lapeyre, Riverstone Management, Riverstone/Gower, Holdings and Silver Run Sponsor Manager, LLC may be deemed to share beneficial ownership of the securities held of record by Silver Run Sponsor. Each such person or entity disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

5. Holdings II is the general partner of Riverstone Energy Limited Investment Holdings, LP, which is the sole shareholder of REL IP General Partner Limited, which is the general partner of REL IP General Partner LP, which is the managing member of REL US. Each of Messrs. Leuschen and Lapeyre, Riverstone Management, Riverstone/Gower, Holdings II, Riverstone Energy Limited Investment Holdings, LP, REL IP General Partner Limited and REL IP General Partner LP may be deemed to share beneficial ownership of the securities held of record by REL US. Each such person or entity disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

6. Riverstone Non-ECI GP Ltd. is the sole member of Riverstone Non-ECI Cayman GP LLC, which is the general partner of Riverstone Non-ECI Partners GP (Cayman), L.P., which is the sole member of Riverstone Non-ECI USRPI AIV GP, L.L.C., which is the general partner of Riverstone Non-ECI. Riverstone Non-ECI GP Ltd. is managed by Mr. Leuschen and Mr. Lapeyre. As such, each of Messrs. Leuschen and Lapeyre, Riverstone Non-ECI GP Ltd., Riverstone Non-ECI Cayman GP LLC, Riverstone Non-ECI Partners GP (Cayman), L.P., and Riverstone Non-ECI USRPI AIV GP, L.L.C. may be deemed to share beneficial ownership of the securities held of record by Riverstone Non-ECI. Each such person or entity disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

Due to the limitations of the electronic filing system, each of Riverstone Non-ECI USRPI AIV, L.P.; Riverstone Non-ECI USRPI AIV GP, L.L.C.; Riverstone Non-ECI Partners GP (Cayman), L.P.; Riverstone Non-ECI GP Cayman LLC; Riverstone Non-ECI GP Ltd.; Riverstone Energy Partners VI, L.P.; Riverstone Energy GP VI, LLC; Riverstone Energy GP VI Corp; David M. Leuschen; and Pierre F. Lapeyre Jr. are filing a separate Form 4.

	REL US Centennial Holdings, LLC by: REL IP General Partner LP, its managing member by: REL IP General Partner Limited, its general partner by: /s/ Peter Haskopoulos, Director	05/27/2020
	REL IP General Partner LP by: REL IP General Partner Limited, its general partner By: /s/ Peter Haskopoulos, Managing Director	05/27/2020
	REL IP General Partner Limited by: /s/ Peter Haskopoulos, Director	05/27/2020
	Riverstone Energy Limited Investment Holdings, LP by: Riverstone Holdings II (Cayman) Ltd., its general partner by: /s/ David M. Leuschen, Director	05/27/2020
	Riverstone Holdings II (Cayman) Ltd. by: /s/ David M. Leuschen, Director	05/27/2020
	Riverstone VI Centennial QB Holdings, L.P. by: Riverstone Energy Partners VI, L.P., its general partner by: Riverstone Energy GP VI, LLC, its general partner by: /s/ Peter Haskopoulos, Managing Director	05/27/2020
	Riverstone Holdings LLC by: /s/ Peter Haskopoulos, Authorized Person	05/27/2020
	Riverstone Management Group, L.L.C. by: /s/ Peter Haskopoulos, Manager	05/27/2020
	Riverstone/Gower Mgmt Co Holdings, L.P. by: /s/ Peter Haskopoulos, Manager	05/27/2020
	** Signature of Reporting Person	Date
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