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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
Rule 13d-1(b) |
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o |
Rule 13d-1(c) |
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x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 74978Q 105 |
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1 |
Name of Reporting Person:
Wallace Family Partnership, LP |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
o |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization
Texas |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
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6 |
Shared Voting Power
27,802,204 |
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7 |
Sole Dispositive Power
0 |
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8 |
Shared Dispositive Power
11,905,278 |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
27,802,204 |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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11 |
Percent of Class Represented by Amount in Row (9)
35.7% (1) |
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12 |
Type of Reporting Person
PN |
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(1) Based on 77,904,455 shares of common stock issued and outstanding as of January 30, 2015.
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CUSIP No. 74978Q 105 |
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1 |
Name of Reporting Person:
Michael Wallace Management, LLC |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
o |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization
Texas |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
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6 |
Shared Voting Power
27,802,204 |
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7 |
Sole Dispositive Power
0 |
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8 |
Shared Dispositive Power
11,905,278 |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
27,802,204 |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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11 |
Percent of Class Represented by Amount in Row (9)
35.7% (1) |
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12 |
Type of Reporting Person
OO |
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(1) Based on 77,904,455 shares of common stock issued and outstanding as of January 30, 2015.
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CUSIP No. 74978Q 105 |
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1 |
Name of Reporting Person:
Michael W. Wallace |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
o |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization
United States of America |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
5,000 |
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6 |
Shared Voting Power
27,803,004 |
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7 |
Sole Dispositive Power
1,666 |
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8 |
Shared Dispositive Power
11,906,078 |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
27,808,004 |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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11 |
Percent of Class Represented by Amount in Row (9)
35.7% (1) |
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12 |
Type of Reporting Person
IN |
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(1) Based on 77,904,455 shares of common stock issued and outstanding as of January 30, 2015.
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CUSIP No. 74978Q 105 |
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1 |
Name of Reporting Person:
Leslyn M. Wallace |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
o |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization
United States of America |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
82,109 |
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6 |
Shared Voting Power
27,803,004 |
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7 |
Sole Dispositive Power
82,109 |
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8 |
Shared Dispositive Power
11,906,078 |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
27,885,113 |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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11 |
Percent of Class Represented by Amount in Row (9)
35.8% (1) |
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12 |
Type of Reporting Person
IN |
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(1) Based on 77,904,455 shares of common stock issued and outstanding as of January 30, 2015.
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Item 1(a). |
Name of Issuer:
RSP Permian, Inc. (the “Issuer”) |
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
3141 Hood Street, Suite 500
Dallas, Texas 75219 |
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Item 2(a). |
Names of Persons Filing:
This Schedule 13G is being filed by each of the following persons (each, a “Reporting Person” and together, the “Reporting Persons”):
(i) Wallace Family Partnership, LP
(ii) Michael Wallace Management, LLC
(iii) Michael W. Wallace
(iv) Leslyn M. Wallace
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended. |
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Item 2(b). |
Address or Principal Business Office or, if none, Residence:
(i) Wallace Family Partnership, LP
508 W. Wall Street, Suite 1200
Midland, Texas 79701
(ii) Michael Wallace Management, LLC
508 W. Wall Street, Suite 1200
Midland, Texas 79701
(iii) Michael W. Wallace
508 W. Wall Street, Suite 1200
Midland, Texas 79701
(iv) Leslyn M. Wallace
508 W. Wall Street, Suite 1200
Midland, Texas 79701
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Item 2(c). |
Citizenship:
(i) Wallace Family Partnership, LP: Texas
(ii) Michael Wallace Management, LLC: Texas
(iii) Michael W. Wallace: United States of America
(iv) Leslyn M. Wallace: United States of America |
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Item 2(d). |
Title of Class of Securities:
Common stock, par value $0.01 per share. |
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Item 2(e). |
CUSIP Number:
74978Q 105 |
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Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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Not applicable. |
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Item 4. |
Ownership: |
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Each of RSP Permian, Inc., Production Opportunities II, L.P., Ted Collins, Jr., Wallace Family Partnership, LP, Natural Gas Partners VIII, L.P. and Pecos Energy Partners, L.P. is party to a Stockholders’ Agreement, dated as of January 23, 2014 (the “Stockholders’ Agreement”). The Stockholders’ Agreement, among other things, requires Production Opportunities II, L.P., Ted Collins, Jr., Wallace Family Partnership, LP, Natural Gas Partners VIII, L.P. and Pecos Energy Partners, L.P. to vote their respective shares of the Issuer’s common stock for directors that are designated in accordance with the provisions of the Stockholders’ Agreement. Each of Production Opportunities II, L.P., Ted Collins, Jr. and Wallace Family Partnership, LP has the right to designate a certain number of nominees to the Issuer’s board of directors, subject to the limitations and conditions set forth in the Stockholders’ Agreement, including the ownership of a specified percentage of the outstanding shares of the Issuer’s common stock.
Wallace Family Partnership, LP and Ted Collins, Jr. are the members of Collins & Wallace Holdings, LLC. Michael Wallace Management, LLC is the general partner of Wallace Family Partnership, LP, and Mr. and Mrs. Wallace are the managers of Michael Wallace Management, LLC.
Mr. Wallace purchased 500 shares of the Issuer’s common stock, as custodian, for a minor child under the Uniform Transfer to Minors Act. Also, a member of Mr. and Mrs. Wallace’s immediate family sharing the same household holds 300 shares of the Issuer’s common stock.
Because of the foregoing relationships, (i) Wallace Family Partnership, LP may be deemed to share voting power over the 15,896,926 shares of the Issuer’s common stock held of record by the other parties to the Stockholders’ Agreement, (ii) Michael Wallace Management, LLC and Mr. and Mrs. Wallace may be deemed to share voting power over the 25,636,052 shares of the Issuer’s common stock held of record by Wallace Family Partnership, LP and the other parties to the Stockholders’ Agreement, (iii) Wallace Family Partnership, LP, Michael Wallace Management, LLC and Mr. and Mrs. Wallace may be deemed to share voting and dispositive power over the 2,166,152 shares held of record by Collins & Wallace Holdings, LLC, (iv) Michael Wallace Management, LLC and Mr. and Mrs. Wallace may be deemed to share dispositive power over the 9,739,126 shares held of record by Wallace Family Partnership, LP, and (v) Mr. and Mrs. Wallace may be deemed to share voting and dispositive power over (a) the 500 shares purchased by Mr. Wallace as custodian for a minor child under the Uniform Transfers to Minors Act and (b) the 300 shares held of record by a member of Mr. and Mrs. Wallace’s immediate family sharing the same household. As a result, the Reporting Persons may be deemed to be the beneficial owner of the shares of the Issuer’s common stock as listed below. Each such Reporting Person disclaims beneficial ownership of these securities in excess of its pecuniary interests therein.
1. Wallace Family Partnership, LP
a. Amount beneficially owned: 27,802,204
b. Percent of class: 35.7%
c. Number of shares as to which the person has:
i. Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 27,802,204
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iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 11,905,278
2. Michael Wallace Management, LLC
a. Amount beneficially owned: 27,802,204
b. Percent of class: 35.7%
c. Number of shares as to which the person has:
i. Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 27,802,204
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 11,905,278
3. Michael W. Wallace
a. Amount beneficially owned: 27,808,004
b. Percent of class: 35.7%
c. Number of shares as to which the person has:
i. Sole power to vote or to direct the vote: 5,000
ii. Shared power to vote or to direct the vote: 27,803,004
iii. Sole power to dispose or to direct the disposition of: 1,666
iv. Shared power to dispose or to direct the disposition of: 11,906,078
4. Leslyn M. Wallace
a. Amount beneficially owned: 27,885,113
b. Percent of class: 35.8%
c. Number of shares as to which the person has:
i. Sole power to vote or to direct the vote: 82,109
ii. Shared power to vote or to direct the vote: 27,803,004
iii. Sole power to dispose or to direct the disposition of: 82,109
iv. Shared power to dispose or to direct the disposition of: 11,906,078
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Item 5. |
Ownership of Five Percent or Less of a Class: |
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Not applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
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Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group: |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group: |
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Not applicable. |
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Item 10. |
Certifications: |
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Not applicable. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2015
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Wallace Family Partnership, LP |
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By: Michael Wallace Management, LLC, |
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its general partner |
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By: |
/s/ James E. Mutrie |
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Name: |
James E. Mutrie |
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Title: |
Attorney-in-Fact |
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Michael Wallace Management, LLC |
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By: |
/s/ James E. Mutrie |
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Name: |
James E. Mutrie |
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Title: |
Attorney-in-Fact |
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Michael W. Wallace |
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By: |
/s/ James E. Mutrie |
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Name: |
James E. Mutrie |
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Title: |
Attorney-in-Fact |
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Leslyn M. Wallace |
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By: |
/s/ James E. Mutrie |
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Name: |
James E. Mutrie |
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Title: |
Attorney-in-Fact |
10
EXHIBIT INDEX
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Exhibit
Number |
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Description |
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24.1 |
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Power of Attorney for Wallace Family Partnership, LP, dated February 10, 2015. |
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24.2 |
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Power of Attorney for Michael Wallace Management, LLC, dated February 10, 2015. |
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24.3 |
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Power of Attorney for Michael W. Wallace, dated February 10, 2015. |
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24.4 |
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Power of Attorney for Leslyn M. Wallace, dated February 10, 2015. |
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99.1 |
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Joint Filing Agreement among the parties regarding filing of Schedule 13G, dated February 13, 2015. |
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Exhibit 24.1
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, FORMS 4, FORMS 5,
FORM 144 AND SCHEDULE 13D AND 13G
The undersigned hereby constitutes and appoints James E. Mutrie, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) Form 144 and (c) Schedule 13D and Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, but only to the extent each form or schedule relates to the undersigned’s beneficial ownership of securities of RSP Permian, Inc.;
2. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and
3. Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein. The undersigned acknowledges that the attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming (nor is RSP Permian, Inc. assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
The undersigned agrees that the attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless RSP Permian, Inc. and the attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of the undersigned, to the attorney-in fact for purposes of executing, acknowledging, delivering or filing a Form 3, Form 4, Form 5, Form 144, Schedule
13D or Schedule 13G (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by RSP Permian, Inc., and agrees to reimburse RSP Permian, Inc. and the attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, Form 4, Form 5, Form 144, Schedule 13D and Schedule 13G (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by RSP Permian, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
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WALLACE FAMILY PARTNERSHIP, LP |
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By: Michael Wallace Management, LLC, |
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its General Partner |
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/s/ Michael W. Wallace |
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Signature |
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Michael W. Wallace |
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Name |
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Manager |
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Title |
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February 10, 2015 |
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Date |
Exhibit 24.2
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, FORMS 4, FORMS 5,
FORM 144 AND SCHEDULE 13D AND 13G
The undersigned hereby constitutes and appoints James E. Mutrie, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) Form 144 and (c) Schedule 13D and Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, but only to the extent each form or schedule relates to the undersigned’s beneficial ownership of securities of RSP Permian, Inc.;
2. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and
3. Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein. The undersigned acknowledges that the attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming (nor is RSP Permian, Inc. assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
The undersigned agrees that the attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless RSP Permian, Inc. and the attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of the undersigned, to the attorney-in fact for purposes of executing, acknowledging, delivering or filing a Form 3, Form 4, Form 5, Form 144, Schedule
13D or Schedule 13G (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by RSP Permian, Inc., and agrees to reimburse RSP Permian, Inc. and the attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, Form 4, Form 5, Form 144, Schedule 13D and Schedule 13G (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by RSP Permian, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
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MICHAEL WALLACE MANAGEMENT, LLC |
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/s/ Michael W. Wallace |
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Signature |
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Michael W. Wallace |
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Name |
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Manager |
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Title |
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February 10, 2015 |
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Date |
Exhibit 24.3
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, FORMS 4, FORMS 5,
FORM 144 AND SCHEDULE 13D AND 13G
The undersigned hereby constitutes and appoints James E. Mutrie, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) Form 144 and (c) Schedule 13D and Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, but only to the extent each form or schedule relates to the undersigned’s beneficial ownership of securities of RSP Permian, Inc.;
2. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and
3. Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein. The undersigned acknowledges that the attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming (nor is RSP Permian, Inc. assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
The undersigned agrees that the attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless RSP Permian, Inc. and the attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of the undersigned, to the attorney-in fact for purposes of executing, acknowledging, delivering or filing a Form 3, Form 4, Form 5, Form 144, Schedule
13D or Schedule 13G (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by RSP Permian, Inc., and agrees to reimburse RSP Permian, Inc. and the attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, Form 4, Form 5, Form 144, Schedule 13D and Schedule 13G (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by RSP Permian, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
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/s/ Michael W. Wallace |
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Signature |
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Michael W. Wallace |
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Name |
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February 10, 2015 |
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Date |
Exhibit 24.4
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, FORMS 4, FORMS 5,
FORM 144 AND SCHEDULE 13D AND 13G
The undersigned hereby constitutes and appoints James E. Mutrie, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) Form 144 and (c) Schedule 13D and Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, but only to the extent each form or schedule relates to the undersigned’s beneficial ownership of securities of RSP Permian, Inc.;
2. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and
3. Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein. The undersigned acknowledges that the attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming (nor is RSP Permian, Inc. assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
The undersigned agrees that the attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless RSP Permian, Inc. and the attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of the undersigned, to the attorney-in fact for purposes of executing, acknowledging, delivering or filing a Form 3, Form 4, Form 5, Form 144, Schedule
13D or Schedule 13G (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by RSP Permian, Inc., and agrees to reimburse RSP Permian, Inc. and the attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, Form 4, Form 5, Form 144, Schedule 13D and Schedule 13G (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by RSP Permian, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
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/s/ Leslyn M. Wallace |
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Signature |
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Leslyn M. Wallace |
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Name |
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February 10, 2015 |
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Date |
Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, as amended, each of the undersigned hereby consent to the joint filing on its behalf of a single Schedule 13G and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of the shares of common stock of RSP Permian, Inc. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. The undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.
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Dated: February 13, 2015 |
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Wallace Family Partnership, LP |
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By: Michael Wallace Management, LLC, |
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its general partner |
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By: |
/s/ James E. Mutrie |
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Name: |
James E. Mutrie |
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Title: |
Attorney-in-Fact |
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Michael Wallace Management, LLC |
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By: |
/s/ James E. Mutrie |
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Name: |
James E. Mutrie |
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Title: |
Attorney-in-Fact |
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Michael W. Wallace |
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By: |
/s/ James E. Mutrie |
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Name: |
James E. Mutrie |
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Title: |
Attorney-in-Fact |
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Leslyn M. Wallace |
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By: |
/s/ James E. Mutrie |
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Name: |
James E. Mutrie |
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Title: |
Attorney-in-Fact |
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