Statement of Changes in Beneficial Ownership (4)
March 02 2016 - 5:54PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
McNeill Scott K.
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2. Issuer Name
and
Ticker or Trading Symbol
RSP Permian, Inc.
[
RSPP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
3141 HOOD STREET, SUITE 500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/29/2016
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(Street)
DALLAS, TX 75219
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/29/2016
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G
(1)
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29387
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D
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$0
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159205
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D
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Common Stock
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2/29/2016
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G
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29387
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A
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$0
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412928
(1)
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I
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By family limited partnership
(2)
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Common Stock
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2/29/2016
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S
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29387
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D
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$24.01
(3)
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383541
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I
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By family limited partnership
(2)
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Common Stock
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3/1/2016
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S
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4466
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D
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$24.56
(4)
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154739
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D
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Common Stock
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3/1/2016
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G
(5)
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V
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3385
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D
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$0
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151354
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D
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Common Stock
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3/1/2016
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F
(6)
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2797
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D
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$0
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148557
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D
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Common Stock
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3/1/2016
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F
(6)
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3785
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D
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$0
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144772
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D
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Common Stock
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3/2/2016
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G
(7)
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3870
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D
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$0
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140902
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D
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Common Stock
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3/2/2016
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G
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3870
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A
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$0
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387411
(7)
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I
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By family limited partnership
(2)
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Common Stock
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3/2/2016
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G
(8)
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5236
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D
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$0
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135666
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D
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Common Stock
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3/2/2016
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G
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5236
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A
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$0
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392647
(8)
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I
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By family limited partnership
(2)
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Common Stock
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20000
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I
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By family limited partnership
(9)
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Common Stock
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300
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I
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UTMA custodian for son, Jack McNeill
(10)
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Common Stock
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300
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I
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UTMA custodian for daughter, Lola McNeill
(10)
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Common Stock
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300
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I
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UTMA custodian for daughter, Sophie McNeill
(10)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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On February 29, 2016, Mr. McNeill gifted 29,387 shares to Mcfam, LP, a family limited partnership, which he and his wife jointly control.
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(
2)
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Mr. McNeill is a general partner of Mcfam, LP and therefore may be deemed to indirectly beneficially own these securities. Mr. McNeill disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
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(
3)
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On February 29, 2016, Mcfam, LP sold 29,387 shares in multiple trades at prices ranging from $23.95 to $24.11. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff (the "Staff"), the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
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(
4)
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On March 1, 2016, Mr. McNeill sold 4,466 shares in multiple trades at prices ranging from $24.52 to $24.58. The price reported above reflects the weighted average sale price. Mr. McNeill hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
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(
5)
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On March 1, 2016, Mr. McNeill donated 3,385 shares to a charitable trust.
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(
6)
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Withheld for the payment of tax liabilities in connection with the vesting of a restricted stock grant issued in accordance with Rule 16b-3.
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(
7)
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On March 2, 2016, Mr. McNeill gifted 3,870 shares to Mcfam, LP, a family limited partnership, which he and his wife jointly control.
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(
8)
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On March 2, 2016, Mr. McNeill gifted 5,236 shares to Mcfam, LP, a family limited partnership, which he and his wife jointly control.
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(
9)
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Mr. McNeill is a general partner of Jasolo, LP and therefor may be deemed to indirectly beneficially own these securities. Mr. McNeill disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
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(
10)
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These securities were purchased by Mr. McNeill as custodian for a minor child under the Uniform Transfer to Minors Act. Mr. McNeill disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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McNeill Scott K.
3141 HOOD STREET, SUITE 500
DALLAS, TX 75219
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X
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Chief Financial Officer
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Signatures
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/s/ James E. Mutrie, attorney-in-fact for Scott K. McNeill
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3/2/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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