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