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