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* Memorial Resource Development LLC (Last) (First) (Middle) 1401 MCKINNEY SUITE 1025 (Street) HOUSTON TX 77010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/08/2011	3. Issuer Name and Ticker or Trading Symbol Memorial Production Partners LP [ MEMP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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 Units representing limited partner interestes	0(1)(2)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Memorial Resource Development LLC (Last) (First) (Middle) 1401 MCKINNEY SUITE 1025 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Natural Gas Partners VIII, L.P. (Last) (First) (Middle) 125 E JOHN CARPENTER FWY SUITE 600 (Street) IRVING TX 75602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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)

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.

Remarks:

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	12/08/2011
	/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.	12/08/2011
	** 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).
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