0001104659-16-164558.txt : 20161230
0001104659-16-164558.hdr.sgml : 20161230
20161230160609
ACCESSION NUMBER: 0001104659-16-164558
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161228
FILED AS OF DATE: 20161230
DATE AS OF CHANGE: 20161230
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Centennial Resource Development, Inc.
CENTRAL INDEX KEY: 0001658566
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 475381253
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1401 17TH STREET
STREET 2: SUITE 1000
CITY: DENVER
STATE: CO
ZIP: 80202
BUSINESS PHONE: 720-441-5515
MAIL ADDRESS:
STREET 1: 1401 17TH STREET
STREET 2: SUITE 1000
CITY: DENVER
STATE: CO
ZIP: 80202
FORMER COMPANY:
FORMER CONFORMED NAME: Silver Run Acquisition Corp
DATE OF NAME CHANGE: 20151117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEUSCHEN DAVID M
CENTRAL INDEX KEY: 0001222726
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37697
FILM NUMBER: 162077669
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Riverstone Energy GP VI Corp.
CENTRAL INDEX KEY: 0001686355
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37697
FILM NUMBER: 162077670
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 993-0076
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Riverstone Energy GP VI, LLC
CENTRAL INDEX KEY: 0001686387
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37697
FILM NUMBER: 162077671
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 993-0076
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Riverstone Non-ECI GP Ltd.
CENTRAL INDEX KEY: 0001692880
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37697
FILM NUMBER: 162077673
BUSINESS ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 993-0076
MAIL ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Riverstone Non-ECI Partners GP (Cayman), L.P.
CENTRAL INDEX KEY: 0001692896
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37697
FILM NUMBER: 162077675
BUSINESS ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 993-0076
MAIL ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Riverstone Non-ECI USRPI AIV, L.P.
CENTRAL INDEX KEY: 0001692664
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37697
FILM NUMBER: 162077677
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 993-0076
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LAPEYRE PIERRE F JR
CENTRAL INDEX KEY: 0001232151
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37697
FILM NUMBER: 162077668
MAIL ADDRESS:
STREET 1: C/O RIVERSTONE
STREET 2: 712 FIFTH AVENUE 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Riverstone Energy Partners VI, L.P.
CENTRAL INDEX KEY: 0001686391
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37697
FILM NUMBER: 162077672
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 993-0076
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Riverstone Non-ECI USRPI AIV GP, L.L.C.
CENTRAL INDEX KEY: 0001692815
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37697
FILM NUMBER: 162077676
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 993-0076
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Riverstone Non-ECI GP Cayman LLC
CENTRAL INDEX KEY: 0001692922
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37697
FILM NUMBER: 162077674
BUSINESS ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 993-0076
MAIL ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
4
1
a4.xml
4
X0306
4
2016-12-28
0
0001658566
Centennial Resource Development, Inc.
CDEV
0001692664
Riverstone Non-ECI USRPI AIV, L.P.
C/O RIVERSTONE HOLDINGS
712 FIFTH AVENUE 19TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001692815
Riverstone Non-ECI USRPI AIV GP, L.L.C.
C/O RIVERSTONE HOLDINGS
712 FIFTH AVENUE 19TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001692896
Riverstone Non-ECI Partners GP (Cayman), L.P.
C/O RIVERSTONE HOLDINGS
712 FIFTH AVENUE 19TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001692922
Riverstone Non-ECI GP Cayman LLC
C/O RIVERSTONE HOLDINGS
712 FIFTH AVENUE 19TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001692880
Riverstone Non-ECI GP Ltd.
C/O RIVERSTONE HOLDINGS
712 FIFTH AVENUE 19TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001686391
Riverstone Energy Partners VI, L.P.
C/O RIVERSTONE HOLDINGS
712 FIFTH AVENUE 19TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001686387
Riverstone Energy GP VI, LLC
C/O RIVERSTONE HOLDINGS
712 FIFTH AVENUE 19TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001686355
Riverstone Energy GP VI Corp.
C/O RIVERSTONE HOLDINGS
712 FIFTH AVENUE 19TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001222726
LEUSCHEN DAVID M
C/O RIVERSTONE HOLDINGS
712 FIFTH AVENUE 19TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001232151
LAPEYRE PIERRE F JR
C/O RIVERSTONE HOLDINGS
712 FIFTH AVENUE 19TH FLOOR
NEW YORK
NY
10019
0
0
1
0
Class A Common Stock
2016-12-28
4
A
0
3473590
14.54
A
104858590
I
See footnote
Series B Preferred Stock
2016-12-28
4
A
0
104400
3635.00
A
Class A Common Stock
26100000
104400
I
See footnote
Includes 750,421 shares held of record by REL US Centennial Holdings, LLC ("REL US"), 2,538,780 shares held of record by Riverstone VI Centennial QB Holdings, L.P. ("Riverstone QB Holdings"), and 184,389 shares held of record by Riverstone Non-ECI USRPI AIV, L.P. ("Riverstone Non-ECI") of Class A Common Stock.
Includes 22,554 shares held of record by REL US, 76,304 shares held of record by Riverstone QB Holdings, and 5,542 shares held of record by Riverstone Non-ECI of Series B Preferred Stock.
David Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC. Riverstone Holdings, LLC is the sole shareholder of Riverstone Energy GP VI Corp., which is the managing member of Riverstone Energy GP VI, LLC, which is the general partner of Riverstone Energy Partners VI, L.P., which is the general partner Riverstone QB Holdings. Riverstone Energy GP VI, LLC is managed by an eight person managing committee consisting of Pierre F. Lapeyre, Jr., David M. Leuschen, James T. Hackett, Michael B. Hoffman, N. John Lancaster, Andrew W. Ward, Mark G. Papa and, on a rotating basis, one of E. Bartow Jones, Baran Tekkora and Robert M. Tichio.
(continued) The members of the managing committee of Riverstone Energy GP VI Corp., Riverstone Energy GP VI, LLC and Riverstone Energy Partners VI, L.P. may be deemed to share beneficial ownership of the securities held of record by Riverstone QB Holdings. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(continued) David Leuschen and Pierre F. Lapeyre, Jr. are the sole shareholders of Riverstone Holdings II (Cayman) Ltd. Riverstone Holdings II (Cayman) Ltd. is the general partner of Riverstone Energy Limited Investment Holdings, LP, which is the sole shareholder of REL IP General Partner Limited, which is the general partner of REL IP General Partner LP, which is the managing member of REL US. Each of Messrs. Leuschen and Lapeyre, Riverstone Holdings II (Cayman) Ltd., Riverstone Energy Limited Investment Holdings, LP, REL IP General Partner Limited and REL IP General Partner LP may be deemed to share beneficial ownership of the securities held of record by REL US. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(continued) Riverstone Non-ECI GP Ltd. is the sole member of Riverstone Non-ECI Cayman GP LLC, which is the general partner of Riverstone Non-ECI Partners GP (Cayman), L.P. which is the sole member of Riverstone Non-ECI USRPI AIV GP, L.L.C. which is the general partner of Riverstone Non-ECI. Riverstone Non-ECI GP Ltd. is managed by Mr. Leuschen and Mr. Lapeyre. As such, each of Messrs. Leuschen and Lapeyre, Riverstone Non-ECI GP Ltd., Riverstone Non-ECI Cayman GP LLC Riverstone Non-ECI Partners GP (Cayman), L.P. and Riverstone Non-ECI USRPI AIV GP, L.L.C. may be deemed to share beneficial ownership of the securities held of record by Riverstone Non-ECI. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Silver Run Manager is the managing member of Silver Run Sponsor. Riverstone Holdings is the managing member of Silver Run Manager. Mr. Leuschen and Mr. Lapeyre are the managing directors of Riverstone Holdings and have or share voting and investment discretion with respect to the securities held of record by Silver Run Sponsor. As such, each of Silver Run Manager, Riverstone Holdings, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Silver Run Sponsor. Each such entity or person disclaims any such beneficial ownership of such securities.
The Series B Preferred Stock has no expiration date and will automatically convert into shares of Class A Common Stock on a 250-to-1 basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like) upon receipt by the Issuer of stockholder approval for the issuance of the shares of Class A Common Stock issuable upon conversion of the Series B Preferred Stock.
Due to the limitations of the electronic filing system, each of the REL US Centennial Holdings, LLC, REL IP General Partner LP, REL IP General Partner Limited, Riverstone Energy Limited Investment Holdings, LP, Riverstone Holdings II (Cayman) Ltd.; Riverstone VI Centennial QB Holdings, L.P.; Riverstone Holdings, LLC; Silver Run Sponsor, LLC; and Silver Run Sponsor Manager, LLC are filing a separate Form 4.
Riverstone Non-ECI USRPI AIV, L.P. by: Riverstone Non-ECI USRPI AIV GP, L.L.C. its general partner by: /s/ Thomas J. Walker, Managing Director
2016-12-30
Riverstone Non-ECI USRPI AIV GP, L.L.C. by: /s/ Thomas J. Walker, Managing Director
2016-12-30
Riverstone Non-ECI Partners GP (Cayman), L.P. by: Riverstone Non-ECI GP Cayman LLC, its general partner by: Riverstone Non-ECI GP Ltd., its sole member by: /s/ Thomas J. Walker, Director
2016-12-30
Riverstone Non-ECI GP Cayman LLC by: Riverstone Non-ECI GP Ltd., its sole member by: /s/ Thomas J. Walker, Director
2016-12-30
Riverstone Non-ECI GP Ltd. by: /s/ Thomas J. Walker, Director
2016-12-30
Riverstone Energy Partners VI, L.P. by: Riverstone Energy GP VI, LLC, its general partner by: Thomas J. Walker, Managing Director
2016-12-30
Riverstone Energy GP VI, LLC by: Thomas J. Walker, Managing Director
2016-12-30
Riverstone Energy GP VI Corp by: Thomas J. Walker, Vice President
2016-12-30
David M. Leuschen by: Thomas J. Walker, attorney-in-fact
2016-12-30
Pierre F. Lapeyre Jr. by: Thomas J. Walker, attorney-in-fact
2016-12-30