0001104659-17-040726.txt : 20170621 0001104659-17-040726.hdr.sgml : 20170621 20170621194610 ACCESSION NUMBER: 0001104659-17-040726 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170619 FILED AS OF DATE: 20170621 DATE AS OF CHANGE: 20170621 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: 17923813 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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: 17923814 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS 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 STREET 2: 712 FIFTH AVENUE, 36TH 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: 17923817 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS 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 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 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: 17923820 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS 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 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: 17923821 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS 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 STREET 2: 712 FIFTH AVENUE, 36TH 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: 17923812 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE 36TH 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: 17923815 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS 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 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: 17923819 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS 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 STREET 2: 712 FIFTH AVENUE, 36TH 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: 17923816 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS 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 STREET 2: 712 FIFTH AVENUE, 36TH 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: 17923818 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS 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 STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 a4.xml 4 X0306 4 2017-06-19 0 0001658566 Centennial Resource Development, Inc. CDEV 0001692664 Riverstone Non-ECI USRPI AIV, L.P. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH 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 36TH 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 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001692922 Riverstone Non-ECI GP Cayman LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001692880 Riverstone Non-ECI GP Ltd. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001686391 Riverstone Energy Partners VI, L.P. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001686387 Riverstone Energy GP VI, LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001686355 Riverstone Energy GP VI Corp. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001222726 LEUSCHEN DAVID M C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001232151 LAPEYRE PIERRE F JR C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 Class A Common Stock 2017-06-19 4 J 0 1815988 D 121142602 I See footnote Warrants (right to buy) 11.5 2017-06-19 4 J 0 1173498 D Class A Common Stock 1173498 6826502 I See Footnotes(8)(9) On June 19, 2017, Silver Run Sponsor, LLC ("Silver Run Sponsor") distributed 1,815,988 shares of the Class A Common Stock of the Issuer and warrants to purchase 1,173,498 shares of Class A Common Stock to its member, Mark G. Papa, for no consideration. 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 10,564,012 shares held of record by Silver Run Sponsor of Class A Common Stock. 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"). 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 (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. (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. (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. The warrants are held of record by Silver Run Sponsor. The warrants are currently exercisable and will expire five years after the Initial Business Combination, which occurred on October 11, 2016, or earlier upon redemption or liquidation. 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. 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 2017-06-21 Riverstone Non-ECI USRPI AIV GP, L.L.C. by: /s/ Thomas J. Walker, Managing Director 2017-06-21 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 2017-06-21 Riverstone Non-ECI GP Cayman LLC by: Riverstone Non-ECI GP Ltd., its sole member by: /s/ Thomas J. Walker, Director 2017-06-21 Riverstone Non-ECI GP Ltd. by: /s/ Thomas J. Walker, Director 2017-06-21 Riverstone Energy Partners VI, L.P. by: Riverstone Energy GP VI, LLC, its general partner by: /s/ Thomas J. Walker, Managing Director 2017-06-21 Riverstone Energy GP VI, LLC by: /s/ Thomas J. Walker, Managing Director 2017-06-21 Riverstone Energy GP VI Corp by: /s/ Thomas J. Walker, Vice President 2017-06-21 David M. Leuschen by: /s/ Thomas J. Walker, attorney-in-fact 2017-06-21 Pierre F. Lapeyre Jr. by: /s/ Thomas J. Walker, attorney-in-fact 2017-06-21