0000899243-18-020293.txt : 20180720 0000899243-18-020293.hdr.sgml : 20180720 20180720180535 ACCESSION NUMBER: 0000899243-18-020293 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180719 FILED AS OF DATE: 20180720 DATE AS OF CHANGE: 20180720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRAY STEVEN D CENTRAL INDEX KEY: 0001086699 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36264 FILM NUMBER: 18963267 MAIL ADDRESS: STREET 1: 125 W. MISSOURI AVE., SUITE 450 CITY: MIDLAND STATE: TX ZIP: 79701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RSP Permian, Inc. CENTRAL INDEX KEY: 0001588216 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 901022997 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3141 HOOD STREET STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: (214) 252-2728 MAIL ADDRESS: STREET 1: 3141 HOOD STREET STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75219 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-07-19 1 0001588216 RSP Permian, Inc. RSPP 0001086699 GRAY STEVEN D 3141 HOOD STREET, SUITE 500 DALLAS TX 75219 1 1 0 0 Chief Executive Office Common Stock 2018-07-19 4 A 0 366994 A 780553 D Common Stock 2018-07-19 4 D 0 780553 D 0 D Common Stock 2018-07-19 4 D 0 25056 D 0 I See Footnote On July 19, 2018, pursuant to the Agreement and Plan of Merger dated as of March 27, 2018 (the "Merger Agreement"), by and among Concho Resources Inc. ("Concho"), Green Merger Sub Inc. ("Merger Sub") and RSP Permian, Inc. ("RSP"), Merger Sub merged with and into RSP (the "Merger"), with RSP surviving the Merger as a wholly-owned subsidiary of Concho. Immediately prior to the effective time of the Merger (the "Effective Time"), the outstanding awards of performance-based restricted stock of RSP vested based on RSP's performance through the Effective Time, as determined by the RSP board of directors, and each vested share of performance-based restricted stock was converted into the right to receive 0.320 of a share of Concho common stock. (Continued from Footnote 1) On July 18, 2018 (the day prior to the Merger), the closing price of one share of Concho common stock was $149.66. Withholding for the payment of tax liabilities in connection with the vesting of restricted stock awards was effectuated following the conversion into shares of Concho common stock. Pursuant to the Merger Agreement, each share of RSP common stock issued and outstanding immediately prior to the Effective Time (including each outstanding share of time-based restricted stock of RSP that vested in full and was treated as a share of RSP common stock for purposes of the Merger Agreement) was converted into the right to receive 0.320 of a share of Concho common stock. On July 18, 2018 (the day prior to the Merger), the closing price of one share of Concho common stock was $149.66. These securities are held of record by S&DG Investments, LLC ("S&DG Investments"). Steven D. Gray and Debbie Gray are the members of S&DG Investments. Accordingly, each of Mr. and Mrs. Gray may be deemed to share voting and dispositive power over the reported securities of S&DG Investments, and as a result may be deemed to beneficially own the reported securities of S&DG Investments. Each of Mr. and Mrs. Gray disclaims beneficial ownership of the reported securities of S&DG Investments except to the extent of his or her pecuniary interest therein. /s/ James E. Mutrie, attorney-in-fact for Steven D. Gray 2018-07-20