Memorial Production Partners LP 4
4 · Memorial Production Partners LP · Filed Dec 16, 2011
Insider Transaction Report
Form 4
HERSH KENNETH A
Director10% Owner
Transactions
- Award
Subordinated units representing limited partner interests
2011-12-14+5,360,912→ 5,360,912 total(indirect: See Footnote)Exercise: $0.00→ Common units (5,360,912 underlying) - Other
Common Units representing limited partner interests
2011-12-14+7,061,294→ 7,061,294 total(indirect: See footnote)
Footnotes (4)
- [F1]Pursuant to certain Contribution, Conveyance and Assumption Agreements entered into among Memorial Resource Development LLC ("Memorial Resource"), Memorial Production Partners LP (the "Issuer") and the other parties thereto, Memorial Resource caused certain assets to be contributed to the Issuer and received in exchange for such contributions an aggregate of 7,061,294 common units and 5,360,912 subordinated units upon the closing of the Issuer's initial public offering on December 14, 2011.
- [F2]Each subordinated unit will convert into one common unit at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (No. 333-175090).
- [F3]Natural Gas Partners VIII, L.P., Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P. (collectively, the "Funds") own an approximate 50.3%, 47.3% and 2.4% interest, respectively, in Memorial Resource. The Funds may be deemed to share voting and dispositive power over the reported securities; thus, the Funds may also be deemed to be the beneficial owner of these securities. The Funds disclaim beneficial ownership of the reported securities in excess of such entity's pecuniary interest in the securities. Kenneth A. Hersh, one of the General Partner's directors and who is an Authorized Member of the ultimate general partners of the Funds, may also be deemed to share the power to vote, or to direct the vote, and to dispose, or to direct the disposition, of those securities. (continued in Footnote 4)
- [F4]Kenneth A. Hersh disclaims beneficial ownership of any interests in the Issuer in excess of his indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such interests for purposes of Section 16 or for any other purpose.