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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* RSP Permian Holdco, L.L.C. (Last) (First) (Middle) 3141 HOOD STREET, SUITE 701 (Street) DALLAS TX 75219 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/16/2014	3. Issuer Name and Ticker or Trading Symbol RSP Permian, Inc. [ RSPP ]
		4. 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	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	0(1)	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* RSP Permian Holdco, L.L.C. (Last) (First) (Middle) 3141 HOOD STREET, SUITE 701 (Street) DALLAS TX 75219 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization

1. Name and Address of Reporting Person* Production Opportunities II, L.P. (Last) (First) (Middle) 5221 N. O'CONNOR BLVD., SUITE 1100 (Street) IRVING TX 75039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Natural Gas Partners IX, L.P. (Last) (First) (Middle) 125 East John Capenter Fwy. Suite 600 (Street) Irving TX 75062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NGP IX Offshore Holdings, L.P. (Last) (First) (Middle) 5221 N. O'CONNOR BOULEVARD SUITE 1100 (Street) IRVING TX 75039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* G.F.W. ENERGY IX, L.P. (Last) (First) (Middle) 125 E. JOHN CARPENTER FWY STE 600 (Street) IRVING TX 75062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GFW IX, L.L.C. (Last) (First) (Middle) 125 E. JOHN CARPENTER FREEWAY, SUITE 600 (Street) IRVING TX 75062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NGP Energy Capital Management LLC (Last) (First) (Middle) 1221 MCKINNEY STREET, SUITE 2975 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to the Master Contribution Agreement, dated January 7, 2014, with, among others, RSP Permian, Inc., RSP Permian Holdco, L.L.C ("Holdco") will own 28,536,427 shares of the RSP Permian, Inc.'s common stock immediately prior to the RSP Permian, Inc.'s initial public offering. Upon the closing of the RSP Permian, Inc.'s initial public offering, Holdco will own 19,108,117 shares of the RSP Permian, Inc.'s common stock, assuming no exercise of the underwriters' 30-day option to purchase additional shares.

Remarks:

Holdco will have the right to designate two members to the board of directors of RSP Permian, Inc. pursuant to a Stockholders' Agreement between certain stockholders of RSP Permian, Inc., including Holdco. Accordingly, Holdco may be deemed to be a director by deputization. This form is jointly filed by Holdco, Production Opportunities II, L.P. (''Production Opportunities''), Natural Gas Partners IX, L.P. (''NGP IX''), NGP IX Offshore Holdings, L.P. (''NGP Offshore''), G.F.W. Energy IX, L.P. (''GFW Energy''), GFW IX, L.L.C. (''GFW IX'') and NGP Energy Capital Management, L.L.C. (''NGP ECM''). GFW IX is the general partner of GFW Energy, the general partner of each of NGP IX and NGP Offshore, which jointly own Production Opportunities, which owns a controlling interest in Holdco. Accordingly, each of GFW IX, GFW Energy, NGP IX, NGP Offshore and Production Opportunities may be deemed to share voting and dispositive power over the reported securities of Holdco, and as a result may be deemed to beneficially own the reported securities of Holdco. GFW IX has delegated full power and authority to manage NGP IX and NGP Offshore to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over the reported securities of Holdco, and as result may be deemed to beneficially own the reported securities of Holdco. Each of GFW IX, GFW Energy, NGP IX, NGP Offshore, Production Opportunities and NGP ECM disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein.

	/s/ Steven D. Gray, Chief Executive Officer of RSP Permian Holdco, L.L.C.	01/16/2014
	/s/ Tony R. Weber, President of Production Opportunities GP, L.L.C, the general partner of Production Opportunities II, L.P.	01/16/2014
	/s/ Kenneth A. Hersh, 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.	01/16/2014
	/s/ Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P., the general partner of NGP IX Offshore Holdings, L.P.	01/16/2014
	/s/ Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P.	01/16/2014
	/s/ Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C.	01/16/2014
	/s/ Kenneth A. Hersh, Authorized Member of NGP Energy Capital Management, L.L.C.	01/16/2014
	** 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 5 (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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