UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): July 1719, 2018

RSP ~~PERMIAN~~Permian, ~~INC~~Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	001-36264	90-1022997
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3141 Hood Street, Suite 500 Dallas, Texas 75219

One Concho Center

600 West Illinois Avenue

Midland, Texas

79701

(Address of Principal Executive Offices)

(Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices~~area code: (432) 683-7443

~~Registrant’s~~Check ~~telephone~~the appropriate ~~number,~~box ~~including~~below ~~area~~if ~~code:~~the ~~(214)~~Form ~~252~~8-~~2700~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Not~~☐ ~~Applicable~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0702 ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

ACredit ~~special~~Facility meeting of the stockholders of RSP Permian, Inc. (“RSP” or the “Company”) was held on July 17, 2018. The special meeting was held in order to vote upon the proposals set forth in the definitive joint proxy statement of the Company and Concho Resources Inc. (“Concho”), filed with the U.S. Securities and Exchange Commission on June 7, 2018 (the “Proxy Statement”), to (1) adopt the Agreement and Plan of Merger, dated as of March 27, 2018 (the “Merger Agreement”), by and among the Company, Green Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Concho (“Merger Sub”), and Concho (the “Merger Proposal”) pursuant to which Merger Sub will merge with and into RSP (the “Merger”) and (2) approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement (the “Non-Binding Compensation Advisory Proposal”).

AtIn connection with the ~~special~~consummation ~~meeting,~~of the Merger ~~Proposal~~(as ~~was~~defined ~~approved~~below), byon ~~the~~July 19, ~~affirmative~~2018, ~~vote~~RSP ofPermian, Inc., a ~~majority~~Delaware ofcorporation (the “Company”), and RSP Permian, L.L.C., a Delaware limited liability company (“RSP LLC”), terminated all outstanding ~~shares~~commitments, including commitments to issue letters of credit, under the ~~Company’s~~Credit ~~common~~Agreement, ~~stock~~dated ~~entitled~~as of December 19, 2016 (as amended from time to ~~vote~~time, onthe “Credit Agreement”), by and among the ~~proposal.~~Company, ~~The~~as ~~Non-Binding~~guarantor, RSP ~~Compensation~~LLC, ~~Advisory~~as ~~Proposal~~borrower, ~~was~~the ~~approved,~~lenders onparty anthereto ~~advisory~~and ~~basis~~JPMorgan Chase Bank, byN.A., ~~the~~as ~~affirmative~~administrative ~~vote~~agent. ofIn aconnection ~~majority~~with the termination of the ~~shares~~Credit ofAgreement, on July 19, 2018, all outstanding obligations for principal, interest and fees under the ~~Company’s~~Credit ~~common~~Agreement ~~stock~~were ~~present~~paid off in ~~person~~full, orand ~~represented~~all byliens ~~proxy~~securing atsuch ~~the~~obligations ~~special~~and ~~meeting~~guarantees of such obligations and ~~entitled~~securing toany ~~vote~~letter onof credit or hedging obligations permitted by the Credit Agreement to be secured by such liens were ~~proposal~~released.

AsSenior ofNotes the close of business on June 1, 2018, the record date for the special meeting, there were 159,422,836 shares of the Company’s common stock outstanding and entitled to vote. 120,479,336 shares of the Company’s common stock were represented in person or by proxy at the special meeting, which constituted a quorum to conduct business at the meeting. The following are the final voting results on proposals considered and voted upon at the special meeting, each of which is more fully described in the Proxy Statement.

~~Merger~~On ~~Proposal:~~June 14, 2018, ~~The~~the ~~number~~Company issued a conditional redemption notice (the “Notice”) with respect to its 6.625% Senior Notes due 2022 (the “2022 Notes”) issued by the Company under the Indenture, dated as of ~~shares~~September 26, ~~voted~~2014 ~~for~~(as amended, supplemented or ~~against~~otherwise modified, the “2022 Notes Indenture”), by and between the Company and U.S. Bank National Association, as ~~well~~trustee, and with respect to its 5.25% Senior Notes due 2025 (the “2025 Notes” and, together with the 2022 Notes, the “Notes”) issued by the Company under the Indenture, dated as ~~abstentions~~of December 27, 2016 (as amended, supplemented or otherwise modified, the “2025 Notes Indenture” and, ~~broker~~together ~~non-votes~~with the 2022 Notes Indenture, ifthe “Indentures”), by and between the Company and U.S. Bank National Association, as trustee. With the consummation of the Merger, such conditions were satisfied, and on July 19, 2018, the Company redeemed all of its ~~applicable~~outstanding Notes in accordance with the optional redemption provisions contained in the Indentures. In connection therewith, the Indentures have been satisfied and discharged in accordance with their terms and the Company has been released from its obligations with respect to the ~~Merger~~Indentures ~~Proposal~~and ~~presented~~the atNotes, except with respect to those provisions of the ~~special~~Indentures ~~meeting~~that ~~was:~~by their terms survive the satisfaction and discharge.

For		Against		Abstain		Broker Non-Votes
120,259,833		47,438		165,807		6,258

The descriptions of the Credit Agreement and the Notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as updated in its subsequent Quarterly Reports on Form 10-Q, are incorporated in this Item 1.02 by reference.

~~Non-Binding~~Item ~~Compensation~~2.01 ~~Advisory~~Completion ~~Proposal: The number~~ of ~~shares~~Acquisition ~~voted for~~ or ~~against,~~ asDisposition ~~well~~of ~~as abstentions and broker non-votes, if applicable, with respect to the Non-Binding Compensation Advisory Proposal presented at the special meeting was:~~ Assets.

For		Against		Abstain		Broker Non-Votes
101,738,053		17,969,334		771,949		0

On July 19, 2018, Concho Resources Inc., a Delaware corporation (“Concho”), completed its previously announced acquisition of the Company, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 27, 2018, by and among Concho, Green Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Concho (“Merger Sub”), and the Company. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Concho (the “Merger”).

~~Item~~As 8a result of the Merger, each share of common stock, par value $0.01 ~~Other~~per ~~Events~~share, of the Company issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (excluding certain Excluded Shares (as defined in the Merger Agreement)) was converted into the right to receive from Concho 0.320 of a fully-paid and nonassessable share of common stock, par value $0.001 per share, of Concho (“Concho Shares”).

The ~~approval~~issuance of Concho Shares in connection with the Merger ~~Proposal~~was ~~satisfies~~registered ~~one~~under of the ~~final~~Securities ~~conditions~~Act toof ~~the~~1933, ~~closing~~as ofamended (the ~~Merger~~“Securities asAct”), ~~set~~pursuant ~~forth~~to inConcho’s ~~the~~registration ~~Merger~~statement ~~Agreement.~~on ~~RSP~~Form ~~expects~~S-4 ~~the~~(File ~~closing~~No. 333-224354), ofdeclared effective by the ~~Merger~~Securities and toExchange ~~occur~~Commission (the “SEC”) on ~~July~~June 196, 2018,. ~~subject~~The tojoint proxy statement/prospectus (the ~~satisfaction~~“Joint orProxy ~~waiver~~Statement/Prospectus”) ofincluded in the ~~remaining~~registration ~~conditions~~statement tocontains ~~closing~~additional information about the Merger.

~~RSP~~The ~~Permian~~foregoing description of the Merger and the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, ~~Inc~~a copy of which was included as Annex A to the Joint Proxy Statement/Prospectus, and is incorporated by reference in this Current Report on Form 8-K.

~~The~~Item Company is an independent oil and natural gas company engaged in the acquisition, exploration, exploitation, development and production of unconventional oil and associated liquids-rich natural gas reserves in the Permian Basin of West Texas3.01 ~~The~~Notice ~~vast majority~~ of ~~the~~Delisting ~~Company’s acreage~~or isFailure ~~located~~to onSatisfy ~~large,~~a ~~contiguous~~Continued ~~acreage~~Listing ~~blocks~~Rule inor ~~the~~Standard; ~~core~~Transfer of ~~the Midland and Delaware Basins, sub-basins of the Permian Basin~~Listing. ~~For more information, visit the Company’s website at www.rsppermian.com.~~

NoIn ~~Offer~~connection orwith ~~Solicitation~~the completion of the Merger, the Company notified the New York Stock Exchange (“NYSE”) that each outstanding share of the Company’s common stock was converted into the right to receive Concho Shares and requested that NYSE withdraw the listing of the Company’s common stock. Upon the Company’s request, NYSE filed a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Company’s common stock. The Company’s common stock ceased being traded prior to the opening of the market on July 19, 2018, and will no longer be listed on NYSE. In addition, the Company intends to file with the SEC a Form 15 requesting that the reporting obligations of the Company under Sections 13(a) and 15(d) of the Exchange Act be suspended.

~~This communication~~Item ~~relates to a proposed business combination transaction (the “Transaction”) between RSP and Concho~~3.03 ~~This~~Material ~~communication~~Modification ~~is for informational purposes only and does not constitute an offer~~ to ~~sell~~Rights ~~or the solicitation~~ of anSecurity ~~offer to buy any securities, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall~~ Holders.

~~there~~The beinformation ~~any~~set ~~sale,~~forth ~~issuance, exchange or transfer of the securities referred to~~ in ~~this~~Item ~~document~~1.02, inItem ~~any~~2.01, ~~jurisdiction~~Item in3.01 ~~contravention~~and ofItem ~~applicable law~~5.03 ~~No offer~~ of ~~securities~~this ~~shall~~Current beReport ~~made except~~on byForm ~~means~~8-K ofis incorporated ainto ~~prospectus~~this ~~meeting~~Item ~~the~~3.03 ~~requirements~~by ~~of Section 10 of the Securities Act of 1933, as amended~~reference.

~~Forward-Looking~~At ~~Statements~~the ~~and~~Effective Time, each share of the Company’s common stock (other than shares held by the ~~Cautionary~~Company, ~~Statements~~Concho, Merger Sub or any wholly-owned subsidiary of Concho or Merger Sub, in each case, not held on behalf of third parties) was converted into the right to receive Concho Shares.

~~This~~In ~~foregoing may contain “forward-looking statements~~addition,” including certain plans, expectations, goals, projections and statements about the benefits of the Transaction, RSP’s and Concho’s plans, objectives, expectations and intentions, the expected timing of completion of the Transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that RSP or Concho expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “may,” “foresee,” “plan,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with ~~any discussion of future plans, actions, or events identify forward-looking statements. However,~~ the ~~absence~~ ofMerger these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the Transaction, pro forma descriptions of the combined company and ~~its operations,~~pursuant ~~integration and transition plans, synergies, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results~~ to ~~differ materially from~~ the forward-looking statements included in this communication. These include the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement,: the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Transaction, the risk that any announcements relating to the Transaction could have adverse effects on the market price of RSP’s common stock or Concho’s common stock, the risk that the Transaction and its announcement could have an adverse effect on the ability of RSP and Concho to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending Transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies and other important factors that could cause actual results to differ materially from those projected.

~~All~~• ~~such~~each ~~factors~~outstanding ~~are~~award ~~difficult~~of tothe ~~predict and are beyond RSP~~Company’s ~~and~~time-based ~~Concho’s~~restricted ~~control,~~stock ~~including~~vested ~~those detailed~~ in ~~RSP’s~~full ~~annual reports on Form 10-K, quarterly reports on Form 10-Q~~ and ~~current~~any ~~reports~~applicable onforfeiture ~~Form~~restrictions ~~8-K~~lapsed ~~that~~immediately ~~are~~prior ~~available~~to ~~on RSP’s website at www.rsppermian.com and on~~ the ~~SEC’s~~Effective ~~website at www~~Time.~~sec.gov~~ ~~and~~As ina ~~Concho’s annual reports on Form 10-K~~result, ~~quarterly~~each ~~reports~~such onshare ~~Form~~of 10time-Qbased ~~and~~restricted ~~current~~stock ~~reports on~~was ~~Form~~converted ~~8-K~~into ~~that~~the ~~are~~right ~~available~~to onreceive ~~its~~Concho ~~website~~Shares; ~~at www.concho.com~~ and ~~on the SEC’s website at www.sec.gov.~~

~~Each~~• each outstanding award of the ~~forward~~Company’s performance-~~looking~~based ~~statements~~restricted ofstock ~~RSP~~was ordeemed ~~Concho~~to ishave ~~based~~satisfied onany ~~assumptions~~continued ~~that~~service ~~RSP~~ or ~~Concho,~~time-based asvesting ~~applicable,~~requirements ~~believes~~and tohave bethe ~~reasonable~~applicable ~~but~~performance ~~that~~period ~~may~~end ~~not prove~~immediately prior to bethe ~~accurate~~Effective Time. ~~Any~~The ~~forward-looking~~Company’s ~~statement~~performance ~~speaks~~with ~~only~~respect asto of the ~~date~~performance ongoals ~~which~~applicable to such ~~statement~~shares isof ~~made,~~the ~~and~~Company’s ~~neither~~performance-based ~~RSP~~restricted ~~nor~~stock ~~Concho~~were ~~undertakes~~calculated ~~any~~based ~~obligation~~on toactual ~~correct~~performance orthrough ~~update~~the ~~any~~Effective ~~forward-looking~~Time ~~statement,~~in ~~whether~~order asto adetermine ~~result~~the number of ~~new information,~~shares ~~future~~of ~~events~~the orCompany’s ~~otherwise,~~performance ~~except~~based asrestricted ~~required~~stock bythat vested, and any applicable ~~law.~~forfeiture ~~Readers~~restrictions ~~are~~lapsed ~~cautioned~~immediately ~~not~~prior to ~~place~~the ~~undue~~Effective ~~reliance~~Time. Based on ~~these~~the ~~forward-looking~~foregoing, ~~statements~~each ~~that~~earned ~~speak~~share ~~only~~of asthe ofCompany’s performance-based restricted stock was converted into the ~~date~~right ~~hereof.~~to receive Concho Shares.

~~Additional~~Item ~~Information~~5.01 ~~and~~Changes ~~Where~~in toControl ~~Find~~of It Registrant.

InAs connection with the Transaction, Concho filed with the U.S. Securities and Exchange Commission (“SEC”), on June 4, 2018, an amendment to the registration statement on Form S-4 that was originally filed on April 20, 2018, that includes a ~~joint~~result ~~proxy statement~~ of ~~RSP~~the ~~and~~consummation ~~Concho which also constitutes a prospectus~~ of ~~Concho.~~the ~~The registration statement was declared effective on June 6~~Merger, ~~2018,~~at ~~and RSP and Concho commenced mailing~~ the ~~definitive~~Effective ~~joint proxy statement/prospectus to stockholders of Concho and RSP on or about June 12~~Time, ~~2018. RSP and Concho may also file other documents with~~ the ~~SEC~~Company ~~regarding~~became ~~the Transaction. This document is not~~ a ~~substitute~~wholly-owned ~~for~~subsidiary the registration statement and joint proxy statement/prospectus filed with the SEC, including any amendments thereto, or any other documents that Concho or RSP may file with the SEC or send to stockholders of Concho ~~or RSP in connection with the Transaction~~. INVESTORS AND SECURITY HOLDERS OF RSP AND CONCHO ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.

~~Investors~~The ~~and~~information ~~security~~set ~~holders~~forth ~~are~~in ~~able~~Item to obtain free copies of the registration statement and the definitive joint proxy statement/prospectus and all other documents filed or that are filed with the SEC by Concho or RSP through the website maintained by the SEC at www2.~~sec.gov.~~01 ~~Copies~~ of ~~documents~~this ~~filed~~Current ~~with~~Report ~~the SEC by RSP will be made available free of charge~~ on ~~RSP’s~~Form ~~website at www.rsppermian.com, under the heading “SEC Filings,” or by contacting RSP’s Investor Relations Department by phone at 214~~8-~~252-2700.~~K ~~Copies~~is ofincorporated ~~documents filed~~into ~~with~~this ~~the~~Item ~~SEC by Concho will be made available free of charge on Concho’s website at www~~5.~~concho.com,~~01 ~~under the heading “Investors,” or~~ by ~~contacting Concho’s Investor Relations Department by phone at 432-221-0477~~ reference.

~~SIGNATURES~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Pursuant~~In toaccordance with the ~~requirements~~terms of the ~~Exchange~~Merger ~~Act~~Agreement, all of the ~~registrant~~directors ~~has~~of ~~duly~~the ~~caused~~Company ~~this~~prior ~~report~~to the Effective Time ceased to be ~~signed~~directors onof ~~its~~the ~~behalf~~Company byeffective as of the ~~undersigned~~Effective Time. Timothy A. Leach became the sole director of the Company as of the Effective Time. Timothy A. Leach was appointed as Chief Executive Officer, Jack F. Harper was appointed ~~hereunto~~as ~~duly~~President ~~authorized~~and Chief Financial Officer, E. Joseph Wright was appointed Executive Vice President and Chief Operating Officer and Brenda R. Schroer was appointed as Senior Vice President, Chief Accounting Officer and Treasurer of the Company.

On July 18, 2018, the Company, Concho and Steven Gray entered into a Non-Competition, Non-Solicitation and Confidentiality Agreement (the “Non-Competition Agreement”), which became effective upon the consummation of the Merger. Under the Non-Competition Agreement, Mr. Gray is bound by a perpetual confidentiality covenant and may not, at any time, disclose any confidential or proprietary information belonging to either the Company or Concho. Further, the Non-Competition Agreement provides that, subject to certain exceptions enumerated therein, for a period of 12 months following the consummation of the Merger, Mr. Gray will be prohibited from (i) obtaining any oil, gas or mineral interests in the Market Area (as defined in the Non-Competition Agreement) and (ii) within the Market Area, calling upon any prospective acquisition candidate for the purpose of acquiring such entity to the extent such entity was either called upon by the Company or Concho or for which the Company or Concho made an acquisition analysis. In addition, under the Non-Competition Agreement, for a period of 12 months following the closing of the Merger, Mr. Gray will be restricted from (i) hiring, contracting or soliciting any employee or contractor who was employed or retained by either the Company or Concho during the six months preceding the closing of the Merger, (ii) inducing any employee or contractor of the Company or Concho to leave the employment of or terminate the contractor’s relationship with Concho, (iii) interfering with any relationship between Concho and any of its vendors and customers and (iv) soliciting or using any Concho employee to provide services with respect to any non-Concho business. In consideration of Mr. Gray’s non-disclosure, non-competition and non-solicitation obligations, Concho will pay Mr. Gray $425,000 in a single payment within 30 business days following the closing of the Merger.

A copy of the Non-Competition Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, (i) the Company’s Amended and Restated Certificate of Incorporation was amended and restated in accordance with the Merger Agreement and (ii) the bylaws of Merger Sub in effect immediately prior to the Effective Time became the bylaws of the Company.

A copy of the Second Amended and Restated Certificate of Incorporation of RSP Permian, Inc. is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference, and a copy of the Second Amended and Restated Bylaws of RSP Permian, Inc. is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

3.1		Second Amended and Restated Certificate of Incorporation of RSP Permian, Inc., dated July 19, 2018.

3.2		Second Amended and Restated Bylaws of RSP Permian, Inc., dated July 19, 2018.

10.1		Non-Competition, Non-Solicitation and Confidentiality Agreement, dated July 18, 2018 by and between RSP Permian, Inc., Concho Resources Inc. and Steven Gray.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


RSP PERMIAN, INC.

By:		/s/ Travis L. Counts
		Name: Travis L. Counts
		Title: Senior Vice President, General Counsel and Corporate Secretary


Date: July 19, 2018

RSP PERMIAN, INC.

Dated: July 17, 2018

/s/ James E. Mutrie

James E. Mutrie

General Counsel and Vice President

Filing Compare · RSP Permian, Inc.