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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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* RSP Permian Holdco, L.L.C. (Last) (First) (Middle) 3141 HOOD STREET, SUITE 500 (Street) DALLAS TX 75219 (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) 08/12/2014
	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	08/12/2014		S(1)		6,145,717	D	$24.75	8,247,166	I	See Footnotes(2)(3)

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* RSP Permian Holdco, L.L.C. (Last) (First) (Middle) 3141 HOOD STREET, SUITE 500 (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) 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING (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* 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) 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* GFW IX, L.L.C. (Last) (First) (Middle) 5221 N. O'CONNOR BLVD., STE. 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* NGP Energy Capital Management, L.L.C. (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)

Explanation of Responses:

1. In connection with an underwritten public offering of RSP Permian, Inc.'s ("RSP") common stock, par value $0.01 per share ("common stock"), by RSP and certain selling stockholders of RSP named in the registration statement on Form S-1 initially filed with the Securities and Exchange Commission on May 30, 2014, as subsequently amended, Production Opportunities II, L.P. ("Production Opportunities") sold 6,145,717 shares of common stock previously distributed to it by RSP Permian Holdco, L.L.C. ("Holdco"). After such sale, Production Opportunities holds no shares of common stock directly.

2. This form is jointly filed by Holdco, 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.

3. 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/ Scott McNeill, attorney-in-fact for RSP Permian Holdco, L.L.C.	08/14/2014
	/s/ Scott McNeill, attorney-in-fact for Production Opportunities II, L.P.	08/14/2014
	/s/ Scott McNeill, attorney-in-fact for Natural Gas Partners IX, L.P.	08/14/2014
	/s/ Scott McNeill, attorney-in-fact for NGP IX Offshore Holdings, L.P.	08/14/2014
	/s/ Scott McNeill, attorney-in-fact for G.F.W. Energy IX, L.P.	08/14/2014
	/s/ Scott McNeill, attorney-in-fact for GFW IX, L.L.C.	08/14/2014
	/s/ Scott McNeill, attorney-in-fact for NGP Energy Capital Management, L.L.C.	08/14/2014
	** 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 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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