0001209191-11-060384.txt : 20111208
0001209191-11-060384.hdr.sgml : 20111208
20111208183929
ACCESSION NUMBER: 0001209191-11-060384
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111208
FILED AS OF DATE: 20111208
DATE AS OF CHANGE: 20111208
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Memorial Production Partners LP
CENTRAL INDEX KEY: 0001521847
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 900726667
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1401 MCKINNEY
STREET 2: SUITE 1025
CITY: HOUSTON
STATE: TX
ZIP: 77010
BUSINESS PHONE: 713-579-5700
MAIL ADDRESS:
STREET 1: 1401 MCKINNEY
STREET 2: SUITE 1025
CITY: HOUSTON
STATE: TX
ZIP: 77010
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Natural Gas Partners VIII, L.P.
CENTRAL INDEX KEY: 0001377291
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35364
FILM NUMBER: 111251872
BUSINESS ADDRESS:
STREET 1: 125 E. JOHN CARPENTER FWY
STREET 2: SUITE 600
CITY: IRVING
STATE: TX
ZIP: 75062
BUSINESS PHONE: 972.432.1440
MAIL ADDRESS:
STREET 1: 125 E. JOHN CARPENTER FWY
STREET 2: SUITE 600
CITY: IRVING
STATE: TX
ZIP: 75062
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Memorial Resource Development LLC
CENTRAL INDEX KEY: 0001521850
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35364
FILM NUMBER: 111251873
BUSINESS ADDRESS:
STREET 1: 1401 MCKINNEY
STREET 2: SUITE 1025
CITY: HOUSTON
STATE: TX
ZIP: 77010
BUSINESS PHONE: 713-579-5700
MAIL ADDRESS:
STREET 1: 1401 MCKINNEY
STREET 2: SUITE 1025
CITY: HOUSTON
STATE: TX
ZIP: 77010
3
1
c25604_3x0.xml
MAIN DOCUMENT DESCRIPTION
X0204
3
2011-12-08
0
0001521847
Memorial Production Partners LP
MEMP
0001521850
Memorial Resource Development LLC
1401 MCKINNEY
SUITE 1025
HOUSTON
TX
77010
0
0
1
1
Director by Deputization
0001377291
Natural Gas Partners VIII, L.P.
125 E JOHN CARPENTER FWY
SUITE 600
IRVING
TX
75602
0
0
1
0
Common Units representing limited partner interestes
0
D
Memorial Resource Development LLC ("Memorial Resource") owns a 99.9% limited partner interest in the Issuer. Memorial Production Partners GP LLC (the "General Partner) owns a 0.1% general partner interest in the Issuer. Memorial Resource is the sole member of the General Partner. Accordingly, Memorial Resource may be deemed to indirectly beneficially own the securities of the Issuer held by the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Natural Gas Partners VIII, L.P. ("NGP VIII") (Continued in Footnote 2)
is currently the sole member of Memorial Resource. NGP VIII may be deemed to share voting and dispositive power over the reported securities; thus, NGP VIII may also be deemed to be the beneficial owner of these securities. NGP VIII disclaims beneficial ownership of the reported securities in excess of such entity's pecuniary interest in the securities. This report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
This Form 3 is being filed in connection with the effectiveness of the Issuer's Registration Statement on Form S-1, as amended (Registration
No. 333-175090). Memorial Resource has the right to appoint all of the directors of the Board of Directors of the General Partner,
the general partner of the Issuer. Therefore, Memorial Resource may be deemed a director by deputization.
/s/ John A. Weinzierl, President and Chief Executive Officer of Memorial Resource Development LLC
2011-12-08
/s/ Kenneth A. Hersh, Authorized Member of GFW VIII, L.L.C., general partner of G.F.W. Energy VIII, L.P., general partner of Natural Gas Partners VIII, L.P.
2011-12-08