UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(d) ofOF ~~The Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): January 17, 2014~~1934

~~Ridgewood~~Date ~~Energy~~of PReport ~~Fund~~(Date of earliest event Reported): December 28, ~~LLC~~2016

~~(Exact~~RIDGEWOOD ~~name~~ENERGY ofP ~~registrant~~FUND, ~~as specified in its charter)~~LLC

Delaware	000-51926	86-1133315
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

(Exact Name of Registrant as Specified in its Charter)

14 Philips Parkway, Montvale, NJ 07645 (Address of principal executive offices) (Zip Code)

Delaware		000-51926		86-1133315
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14 Philips Parkway, Montvale, New Jersey, 07645

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 942-5550

~~(Former~~Not ~~name or former address, if changed since last report.)~~Applicable

(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 (see General Instruction A.2. below):

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

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

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

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

~~Item~~Introductory ~~1.01. Entry into a Material Definitive Agreement~~Note

~~On January 17, 2014,~~ Ridgewood Energy P Fund, LLC, a Delaware limited liability company (“the “Fund”), ~~along~~is ~~with~~filing ~~its~~this ~~affiliates,~~Current ~~Ridgewood~~Report ~~Energy~~on ~~Gulf~~Form of8-K ~~Mexico~~in ~~Oil~~connection ~~and~~with ~~Gas~~the decision by the Fund,’s ~~L.P.~~manager, Ridgewood Energy ~~A-1~~Corporation ~~Fund~~(the “Manager”), ~~LLC~~on December 28, ~~Ridgewood~~2016 ~~Energy~~to Wterminate the Fund (the “Termination”), ~~LLC~~transfer its remaining assets and liabilities to the Manager, and ~~Ridgewood~~dissolve ~~Energy~~the YFund. The Manager has continued to monitor the Fund and, ~~LLC~~while it currently has the ability to continue, ~~(when~~ ~~used~~there ~~with~~is a potential that the Fund ~~the~~may ~~“Ridgewood~~not ~~Funds”)~~have ~~entered~~sufficient ~~into~~cash aflow ~~Purchase~~to cover its future administrative expenses and ~~Sale~~future ~~Agreement~~operations, (inclusive of its asset retirement obligations, or be able to fund such obligations at the ~~“PSA”)~~time needed without borrowing from the Manager. In the past, the Manager agreed to ~~sell~~make available funds in the ~~Ridgewood~~event of a working capital deficit, or temporary production stoppage causing the Fund’s ~~leasehold~~wells ~~interests~~to innot ~~the~~produce ~~Raven~~cash ~~Project,~~flow ~~located~~from inoperations. However, the ~~state~~Manager ~~waters~~is ofunder ~~Louisiana~~no obligation to continue to fund such deficits, and has concluded that it will no longer provide funding to ~~Castex~~alleviate ~~Energy~~the ~~Partners~~Fund’s deficits, Lshort-term or otherwise.P. ~~for~~As ~~cash~~a ~~consideration~~result, ~~totaling~~the ~~approximately~~Manager ~~$21.7~~determined ~~million~~that the Fund is no longer able to conduct the purpose for which it was formed. The ~~completion~~Manager has determined that it is in the best interest of the ~~sale~~shareholders ~~transaction~~to isterminate ~~expected~~the Fund. In order to ~~occur~~terminate ~~prior~~the Fund, the Manager has adopted an Amendment to ~~January~~the 31Limited Liability Company Agreement (the “Amendment”) which permits it to terminate the Fund under the foregoing circumstances, ~~2014~~effective as of December 28, ~~subject~~2016, toand ~~customary~~entered ~~closing~~into ~~conditions~~a Transfer Agreement (the “Transfer Agreement”) with the Fund, dated December 21, 2016, and effective as of December 28, 216. On December 28, 2016, the Manager also authorized the filing of a Certificate of Cancellation of the Fund with the State of Delaware.

~~The~~In ~~Fund~~connection ~~has~~with athe ~~6.25%~~Termination, ~~working~~the ~~interest~~Fund inwill ~~the~~file ~~Raven~~a ~~Project~~Certification and ~~expects~~Notice toof ~~receive~~Termination ~~approximately~~of ~~$2.7~~Registration ~~million~~under inSection ~~cash~~12(g) ~~proceeds~~of ~~from~~ the ~~sale.~~Securities ~~The~~Exchange ~~net~~Act ~~carrying~~of ~~value~~1934 ~~for~~or ~~the~~Suspension ~~Raven~~of ~~Project~~Duty onto ~~the~~File ~~date~~Reports under Sections 13 and 15(d) of the ~~sale~~Securities ~~was~~Exchange ~~$0.1~~Act ~~million,~~of ~~thereby,~~1934 ~~resulting~~on inForm a15 ~~gain~~with to the ~~Fund~~U.S. ofSecurities ~~$2.6~~and ~~million~~Exchange Commission (“SEC”), ~~which~~requesting ~~will~~the bederegistration ~~recognized~~of ~~during~~the Fund’s shares and the ~~quarter~~suspension ~~ended~~of ~~March~~the ~~31,~~Fund’s ~~2014~~reporting obligations.

~~Cautionary~~Item ~~Statement~~2.01. ~~Regarding~~Completion ~~Forward-Looking~~of ~~Statements~~Acquisition or Disposition of Assets.

~~Certain~~Pursuant ~~statements~~to inthe ~~this~~terms ~~Current~~of ~~Report~~the onTransfer ~~Form~~Agreement, ~~8-K and~~ the ~~documents the~~ Fund ~~has~~transferred ~~incorporated~~all ~~by reference herein~~rights, ~~other~~title ~~than~~and ~~purely~~interests ~~historical~~to ~~information,~~all ~~including~~of ~~estimates,~~its ~~projections,~~assets ~~statements relating~~ to the ~~Fund’s~~Manager ~~business plans, strategies, objectives~~ and ~~expected operating results, and~~ the ~~assumptions~~Manager ~~upon~~assumed ~~which~~all ~~those~~of ~~statements are based, are “forward-looking statements” within~~ the ~~meaning~~liabilities of the USFund ~~Private~~effective ~~Securities~~December ~~Litigation~~28, ~~Reform~~2016. The ~~Act~~Manager ofhas ~~1995~~agreed ~~that~~to ~~are~~assume, ~~based~~fulfill, onperform ~~current expectations~~ and ~~assumptions~~discharge ~~and~~all ~~are~~of ~~subject~~the tovarious ~~risks~~commitments, obligations and ~~uncertainties~~liabilities ~~that~~of ~~may~~the ~~cause~~Fund, ~~actual~~including ~~results~~without tolimitation ~~differ~~all ~~materially~~asset ~~from~~retirement ~~the forward-looking statements~~obligations. The ~~You~~Manager ~~are~~acknowledges ~~therefore~~that ~~cautioned~~the ~~against~~asset ~~relying~~retirement onobligations ~~any~~and ~~such~~other ~~forward-looking~~liabilities ~~statements.~~it ~~Forward-looking~~has ~~statements~~assumed ~~can~~may ~~generally~~exceed bethe ~~identified~~amount byof ~~words~~cash ~~such~~and asother ~~“believe,”~~cash ~~“project,”~~equivalent ~~“expect,”~~assets ~~“anticipate,”~~transferred ~~“estimate,”~~to ~~“intend,”~~the ~~“strategy,”~~Manager ~~“plan,”~~and ~~“target,”~~the ~~“pursue,”~~Fund ~~“may,” “~~will,” ~~“will~~not ~~likely~~be ~~result,”~~responsible ~~and~~for ~~similar~~paying ~~expressions~~any ~~and~~liabilities ~~references~~in toexcess ~~future periods. Examples~~ of ~~events~~such ~~that~~cash ~~could~~and ~~cause~~cash ~~actual~~equivalent ~~results~~assets. The toManager ~~differ~~will ~~materially~~maintain ~~from~~all ~~historical~~such ~~results~~assets orin ~~those~~a ~~anticipated~~segregated ~~include~~account ~~weather~~(the ~~conditions,~~“Account”) ~~such~~to assatisfy ~~hurricanes,~~all ~~changes~~assumed inliabilities. In ~~market~~the ~~conditions~~event ~~affecting~~that, after the ~~pricing~~Manager ~~and~~has ~~production~~satisfied ~~of oil~~ and ~~natural~~provided ~~gas,~~for ~~the~~all ~~cost~~liabilities and ~~availability~~obligations of ~~equipment~~the Fund, ~~and~~there ~~changes~~are infunds ~~governmental~~remaining ~~regulations. Forward-looking statements made~~ in ~~this~~the ~~document~~Account, ~~speak only as of~~ the ~~date~~Manager onshall ~~which~~distribute ~~they~~such ~~are~~remaining ~~made.~~funds ~~The Fund undertakes no obligation~~ to ~~update~~the orFund’s ~~revise~~investors ~~publicly~~as ~~any~~of ~~forward-looking~~December ~~statements~~28, ~~whether~~2016 asin aproportion ~~result~~to ofthe ~~new~~ownership ~~information,~~interests ~~future~~each ~~events~~held orin ~~otherwise,~~the ~~except~~Fund as ~~required~~of bysuch ~~law~~date.

~~Item~~The 9Transfer Agreement is attached as Exhibit 2.01 and incorporated by reference herein. The ~~Financial~~information ~~Statements~~set forth in Items 3.03 and ~~Exhibits~~5.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 2.01.

Item 3.03 Material Modification to Rights of Security Holders

The Manager adopted the Amendment to provide for the termination of the Fund when the Manager determines that the Fund will have insufficient funds to meet its obligations (contingent or actual), to comply with applicable securities laws or conduct the purpose for which the Fund was created.

The Amendment is attached as Exhibit 3.03 and incorporated by reference herein. The information set forth in Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.03.

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

The limited liability company agreement of the Fund was amended effective as of December 28, 2016. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
Exhibit Number		Description
10.1		Purchase and Sale Agreement between Ridgewood Energy Corporation, Ridgewood Energy P Fund, LLC Ridgewood Energy Gulf of Mexico Oil and Gas Fund, L.P., Ridgewood Energy A-1 Fund, LLC, Ridgewood Energy W Fund, LLC, Ridgewood Energy Y Fund, LLC and Castex Energy Partners, L.P., dated January 17, 2014
2.01		Transfer Agreement by and between Ridgewood Energy Corporation and the Ridgewood Energy P Fund, LLC effective December 28, 2016
3.03		Amendment to the Limited Liability Company Agreement of Ridgewood Energy P Fund, LLC effective December 28, 2016

~~SIGNATURES~~SIGNATURE

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

	RIDGEWOOD ENERGY P FUND, LLC
Date: January 27, 2014	By:	/s/ Kathleen P. McSherry
DATE: December 28, 2016	By:	/s/Robert E. Swanson
	Name:	Kathleen P. McSherry
		Robert E. Swanson
	Title:	Executive Vice President and Chief Financial Officer
		Chief Executive Officer

~~Exhibit~~EXHIBIT ~~Index~~INDEX

Exhibit No.		Description
Exhibit Number		Description
10.1		Purchase and Sale Agreement between Ridgewood Energy Corporation, Ridgewood Energy P Fund, LLC Ridgewood Energy Gulf of Mexico Oil and Gas Fund, L.P., Ridgewood Energy A-1 Fund, LLC, Ridgewood Energy W Fund, LLC, Ridgewood Energy Y Fund, LLC and Castex Energy Partners, L.P., dated January 17, 2014
2.01		Transfer Agreement by and between Ridgewood Energy Corporation and Ridgewood Energy P Fund, LLC effective December 28, 2016
3.03		Amendment to the Limited Liability Company Agreement of Ridgewood Energy P Fund, LLC effective December 28, 2016

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