SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Riverstone Non-ECI USRPI AIV, L.P. (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Centennial Resource Development, Inc. [ CDEV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/25/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/25/2017		M		26,100,000	A	(1)	122,958,590	I	See footnote(2)(3)(4)(5)(6)(7)(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	05/25/2017		M			104,400	(1)	(1)	Class A Common Stock	26,100,000	$0	0	I	See footnote(2)(3)(4)(5)(6)(7)(8)

1. Name and Address of Reporting Person* Riverstone Non-ECI USRPI AIV, L.P. (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riverstone Non-ECI USRPI AIV GP, L.L.C. (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riverstone Non-ECI Partners GP (Cayman), L.P. (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riverstone Non-ECI GP Cayman LLC (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riverstone Non-ECI GP Ltd. (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riverstone Energy Partners VI, L.P. (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riverstone Energy GP VI, LLC (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riverstone Energy GP VI Corp. (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LEUSCHEN DAVID M (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LAPEYRE PIERRE F JR (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On May 25, 2017, the Issuer's shareholders approved the conversion of the Series B Preferred Stock, and, as a result, each share of Series B Preferred Stock was automatically converted into 250 shares of Class A Common Stock.

2. Following the transactions reported herein, includes 23,888,921 shares held of record by REL US Centennial Holdings, LLC ("REL US"), 80,819,780 shares held of record by Riverstone VI Centennial QB Holdings, L.P. ("Riverstone QB Holdings"), 5,869,889 shares held of record by Riverstone Non-ECI USRPI AIV, L.P. ("Riverstone Non-ECI"), and 12,380,000 shares held of record by Silver Run Sponsor, LLC ("Silver Run Sponsor") of Class A Common Stock.

3. David Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C. ("Riverstone Management"), which is the managing member of Riverstone/Gower Mgmt Co Holdings, L.L.C. ("Riverstone/Gower"), which is the sole member of Riverstone Holdings LLC ("Holdings") and the sole shareholder of Riverstone Holdings II (Cayman) Ltd. ("Holdings II").

4. Holdings 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 of 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

5. (continued) Each of Messrs. Leuschen and Lapeyre, Riverstone Management, Riverstone/Gower, Holdings, 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.

6. (continued) Holdings II 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 Management, Riverstone/Gower, Holdings II, 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 person or entity disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

7. (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 person or entity disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

8. Holdings is the managing member of Silver Run Sponsor Manager, LLC, which is the managing member of Silver Run Sponsor. As such, each of Messrs. Leuschen and Lapeyre, Riverstone Management, Riverstone/Gower, Holdings and Silver Run Sponsor Manager, LLC may be deemed to share beneficial ownership of the securities held of record by Silver Run Sponsor. Each such person or entity disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

Due to the limitations of the electronic filing system, each of Riverstone Management Group, L.L.C.; Riverstone/Gower Mgmt Co Holdings, L.L.C.; 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	05/30/2017
	Riverstone Non-ECI USRPI AIV GP, L.L.C. by: /s/ Thomas J. Walker, Managing Director	05/30/2017
	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	05/30/2017
	Riverstone Non-ECI GP Cayman LLC by: Riverstone Non-ECI GP Ltd., its sole member by: /s/ Thomas J. Walker, Director	05/30/2017
	Riverstone Non-ECI GP Ltd. by: /s/ Thomas J. Walker, Director	05/30/2017
	Riverstone Energy Partners VI, L.P. by: Riverstone Energy GP VI, LLC, its general partner by: /s/ Thomas J. Walker, Managing Director	05/30/2017
	Riverstone Energy GP VI, LLC by: /s/ Thomas J. Walker, Managing Director	05/30/2017
	Riverstone Energy GP VI Corp by: /s/ Thomas J. Walker, Vice President	05/30/2017
	David M. Leuschen by: /s/ Thomas J. Walker, attorney-in-fact	05/30/2017
	Pierre F. Lapeyre Jr. by: /s/ Thomas J. Walker, attorney-in-fact	05/30/2017
	** Signature of Reporting Person	Date
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