SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bart Todd

(Last)

(First)

(Middle)

2121 OLD GATESBURG ROAD

SUITE 110

(Street)

STATE COLLEGE

16803

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/31/2018

3. Issuer Name and Ticker or Trading Symbol
Eclipse Resources Corp [ ECR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	34,536⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Stock Unit	⁽²⁾	⁽²⁾	Common Stock	16,708	⁽²⁾	D
Performance Stock Unit	⁽³⁾	⁽³⁾	Common Stock	16,576	⁽³⁾	D
Performance Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	6,415	⁽⁴⁾	D

Explanation of Responses:

1. Includes (i) 11,500 shares of common stock; (ii) 5,570 restricted stock units, granted on April 22, 2016, that vest on April 22, 2019; (iii) 11,051 restricted stock units, granted on February 24, 2017, that vest in two substantially equal annual installments beginning February 24, 2019; and (iv) 6,415 restricted stock units, granted on February 23, 2018, that vest in three substantially equal annual installments beginning February 23, 2019, in each case subject to the continued service of the reporting person. Each restricted stock unit represents the right to receive one share of common stock per unit.

2. Represents performance stock units representing the right to receive one share of common stock per unit granted on April 22, 2016 under the Company's 2014 Long-Term Incentive Plan, as amended (the "2014 Plan"), the vesting of which is subject to the satisfaction of certain performance criteria in the period beginning on January 1, 2016 and ending on December 31, 2018.

3. Represents performance stock units representing the right to receive one share of common stock per unit granted on February 24, 2017 under the 2014 Plan, the vesting of which is subject to the satisfaction of certain performance criteria in the period beginning on January 1, 2017 and ending on December 31, 2019.

4. Represents performance stock units representing the right to receive one share of common stock per unit granted on February 23, 2018 under the 2014 Plan, the vesting of which is subject to the satisfaction of certain performance criteria in the period beginning on January 1, 2018 and ending on December 31, 2020.

Remarks:

Ex. 24 - Power of Attorney

	/s/ Todd Bart	09/11/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.