RSP Permian, Inc. 4
4 · RSP Permian, Inc. · Filed Aug 14, 2014
Insider Transaction Report
Form 4
Wallace Michael W.
Director10% Owner
Transactions
- Other
Common Stock
2014-08-08+42,499→ 42,499 total(indirect: See footnotes) - Sale
Common Stock
2014-08-12$24.75/sh−14,817$366,721→ 27,682 total(indirect: See footnotes)
Holdings
- 500(indirect: See footnote)
Common Stock
- 300(indirect: See footnote)
Common Stock
- 9,739,126(indirect: See footnote)
Common Stock
- 2,166,152(indirect: See footnote)
Common Stock
- 5,000(indirect: See footnote)
Common Stock
Footnotes (8)
- [F1]In connection with an underwritten public offering (the "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, RSP Permian Holdco, L.L.C. ("Holdco") made a pro rata distribution of common stock to its members. Leslyn M. Wallace, Michael W. Wallace's spouse, received 42,499 shares of common stock pursuant to this distribution from Holdco.
- [F2]Mr. Wallace disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Wallace is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- [F3]In connection with the offering, Mrs. Wallace sold 14,817 shares of common stock.
- [F4]These securities are held by Wallace Family Partnership, LP ("Wallace LP"). Michael Wallace Management, LLC ("Wallace Management") is the general partner of Wallace LP, and Mr. Wallace and Mrs. Wallace are the managers of Wallace Management. Accordingly, each of Mr. Wallace and Mrs. Wallace may be deemed to share voting and dispositive power over the reported securities of Wallace LP, and as a result may be deemed to beneficially own the reported securities of Wallace LP. Each of Mr. Wallace and Mrs. Wallace disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein.
- [F5]These securities are held of record by Collins & Wallace Holdings, LLC. Ted Collins, Jr. and Wallace LP are the members of Collins & Wallace Holdings, LLC. Wallace Management is the general partner of Wallace LP, and Mr. and Mrs. Wallace are the managers of Wallace Management. Accordingly, Mr. Collins and Mr. and Mrs. Wallace may be deemed to share voting and dispositive power over the reported securities of Collins & Wallace Holdings, LLC, and as a result may be deemed to beneficially own the reported securities of Collins & Wallace Holdings, LLC. Each of Mr. Wallace and Mrs. Wallace disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein.
- [F6]These securities were acquired by Mr. Wallace as a restricted stock grant that will vest in three installments, with the first installment of 1,666 shares occurring on March 1, 2015, the second installment of 1,667 shares occurring on March 1, 2016 and the third installment of 1,667 shares occurring on March 1, 2017. Mrs. Wallace disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mrs. Wallace is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- [F7]These securities were purchased by Mr. Wallace as custodian for a minor child under the Uniform Transfer to Minors Act. Mr. Wallace disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Wallace is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- [F8]These securities are held by a member of Mr. and Mrs. Wallace's immediate family sharing the same household. Mr. and Mrs. Wallace disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. or Mrs. Wallace is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.