4//SEC Filing
G.F.W. ENERGY IX, L.P. 4
Accession 0001209191-15-034602
CIK 0001521847other
Filed
Apr 15, 8:00 PM ET
Accepted
Apr 16, 4:30 PM ET
Size
27.1 KB
Accession
0001209191-15-034602
Insider Transaction Report
Form 4
MRD Holdco LLC
Other
Transactions
- Exercise/Conversion
Subordinated units representing ltd. partnership interests
2015-02-13−5,360,912→ 0 total→ Common Units (5,360,912 underlying) - Sale
Common units representing limited partner interests
2015-04-14$16.60/sh−4,661,663$77,383,606→ 699,249 total - Exercise/Conversion
Common units representing limited partner interests
2015-02-13+5,360,912→ 5,360,912 total
Footnotes (4)
- [F1]Represents the automatic conversion of the 5,360,912 subordinated units into common units on a one-for-one basis effective as of February 13, 2015 (at the end of the subordination period, as defined in and in accordance with the Issuer's partnership agreement).
- [F2]Pursuant to that certain Underwriting Agreement entered into among the Issuer, Memorial Production Partners GP LLC, Memorial Production Operating LLC and MRD Holdco LLC ("MRD Holdco") and the underwriters party thereto (the "Underwriters"), MRD Holdco sold 4,661,663 common units to the Underwriters on April 14, 2015.
- [F3]This form is jointly filed by MRD Holdco, Natural Gas Partners VIII, L.P. ("NGP VIII"), Natural Gas Partners IX, L.P. ("NGP IX") and NGP IX Offshore Holdings, L.P. ("NGP IX Offshore" and together with NGP VIII and NGP IX, the "Funds"), GFW VIII, L.L.C. ("GFW VIII"), G.F.W. Energy VIII, L.P. ("GFW Energy VIII"), GFW IX, L.L.C. ("GFW IX"), G.F.W. Energy IX, L.P. ("GFW Energy IX") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). NGP VIII, NGP IX and NGP IX Offshore own a controlling interest in MRD Holdco. GFW VIII is the sole general partner of GFW Energy VIII, which is the general partner of NGP VIII, and GFW IX is the sole general partner of GFW Energy IX, which is the general partner of NGP IX and NGP IX Offshore. Accordingly, each of MRD Holdco, NGP VIII, NGP IX, NGP IX Offshore, GFW VIII, GFW Energy VIII, GFW IX and GFW Energy IX may be deemed to share voting and dispositive power over the reported securities,
- [F4](Continued from Footnote 3) and as a result may also be deemed to be the beneficial owners of these securities. GFW VIII has delegated full power and authority to manage NGP VIII, and GFW IX has delegated full power and authority to manage NGP IX and NGP IX Offshore, respectively, to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over these securities, and as result may be deemed to beneficially own these reported securities. MRD Holdco, NGP VIII, NGP IX, NGP IX Offshore, GFW VIII, GFW Energy VIII, GFW IX, GFW Energy IX and NGP ECM each disclaim beneficial ownership of the reported securities in excess of such entity's pecuniary interest in the securities. This report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
Documents
Issuer
Memorial Production Partners LP
CIK 0001521847
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001541519
Filing Metadata
- Form type
- 4
- Filed
- Apr 15, 8:00 PM ET
- Accepted
- Apr 16, 4:30 PM ET
- Size
- 27.1 KB