0001104659-17-040724.txt : 20170621 0001104659-17-040724.hdr.sgml : 20170621 20170621194510 ACCESSION NUMBER: 0001104659-17-040724 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: Riverstone VI Centennial QB Holdings, L.P. CENTRAL INDEX KEY: 0001692648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 17923803 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 Ltd Investment Holdings, LP CENTRAL INDEX KEY: 0001693264 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 17923805 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: REL IP General Partner LP CENTRAL INDEX KEY: 0001692835 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 17923807 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 HOLDINGS LLC CENTRAL INDEX KEY: 0001247497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 17923811 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-271-6252 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Run Sponsor, LLC CENTRAL INDEX KEY: 0001665629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 17923810 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 1450 STREET 2: C/O RIVERSTONE EQUITY CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133571400 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 1450 STREET 2: C/O RIVERSTONE EQUITY CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Holdings II (Cayman) Ltd. CENTRAL INDEX KEY: 0001693263 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 17923804 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: Silver Run Sponsor Manager, LLC CENTRAL INDEX KEY: 0001667431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 17923809 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: REL IP General Partner Ltd CENTRAL INDEX KEY: 0001692862 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 17923806 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: REL US Centennial Holdings, LLC CENTRAL INDEX KEY: 0001692660 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 17923808 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 0001692660 REL US Centennial Holdings, LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001692835 REL IP General Partner LP C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001692862 REL IP General Partner Ltd C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001693264 Riverstone Energy Ltd Investment Holdings, LP C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001693263 Riverstone Holdings II (Cayman) Ltd. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001692648 Riverstone VI Centennial QB Holdings, L.P. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001247497 RIVERSTONE HOLDINGS LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001665629 Silver Run Sponsor, LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001667431 Silver Run Sponsor Manager, LLC 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.; Riverstone Non-ECI USRPI AIV, L.P.; Riverstone Non-ECI USRPI AIV GP, L.L.C.; Riverstone Non-ECI Partners GP (Cayman), L.P.; Riverstone Non-ECI GP Cayman LLC; Riverstone Non-ECI GP Ltd.; Riverstone Energy Partners VI, L.P.; Riverstone Energy GP VI, LLC; Riverstone Energy GP VI Corp; David M. Leuschen; and Pierre F. Lapeyre Jr. are filing a separate Form 4. REL US Centennial Holdings, LLC by: REL IP General Partner LP, its managing member by: REL IP General Partner Limited, its general partner by: /s/ Thomas J. Walker, Director 2017-06-21 REL IP General Partner LP by: REL IP General Partner Limited, its general partner by: /s/ Thomas J. Walker, Managing Director 2017-06-21 REL IP General Partner Limited by: /s/ Thomas J. Walker, Director 2017-06-21 Riverstone Energy Limited Investment Holdings, LP by: Riverstone Holdings II (Cayman) Ltd., its general partner by: David M. Leuschen, Director by: /s/ Thomas J. Walker, attorney-in-fact 2017-06-21 Riverstone Holdings II (Cayman) Ltd. by: David M. Leuschen, Director by: /s/ Thomas J. Walker, attorney-in-fact 2017-06-21 Riverstone VI Centennial QB Holdings, L.P. by: Riverstone Energy Partners VI, L.P., its general partner by: Riverstone Energy GP VI, LLC, its general partner by: /s/ Thomas J. Walker, Managing Director 2017-06-21 Riverstone Holdings LLC by: /s/ Thomas J. Walker, Authorized Person 2017-06-21 Silver Run Sponsor, LLC by: Silver Run Sponsor Manager, LLC, its managing member by: /s/ Thomas J. Walker, Managing Director 2017-06-21 Silver Run Sponsor Manager, LLC by: /s/ Thomas J. Walker, Managing Director 2017-06-21