SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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. Issuer Name and Ticker or Trading Symbol Memorial Production Partners LP [ MEMP ]	5. 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
	3. Date of Earliest Transaction (Month/Day/Year) 12/14/2011
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common units representing limited partner interests	12/14/2011		J		7,061,294	A	$0(1)	7,061,294	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subordinated units representing limited partner interests	$0	12/14/2011		A		5,360,912(1)		(2)	(2)	Common Units	5,360,912(2)	$0	5,360,912	D

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 FREEWAY SUITE 600 (Street) IRVING TX 75062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Natural Gas Partners IX, L.P. (Last) (First) (Middle) 125 E. JOHN CARPENTER FREEWAY SUITE 600 (Street) IRVING TX 75062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NGP IX Offshore Fund, L.P. (Last) (First) (Middle) 125 E. JOHN CARPENTER FREEWAY SUITE 600 (Street) IRVING TX 75062 (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. Pursuant to certain Contribution, Conveyance and Assumption Agreements entered into among Memorial Resource Development LLC ("Memorial Resource"), Memorial Production Partners LP (the "Issuer") and the other parties thereto, Memorial Resource caused certain assets to be contributed to the Issuer and received in exchange for such contributions an aggregate of 7,061,294 common units and 5,360,912 subordinated units upon the closing of the Issuer's initial public offering on December 14, 2011.

2. Each subordinated unit will convert into one common unit at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (No. 333-175090).

Remarks:

Natural Gas Partners VIII, L.P., Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P. (collectively, the "Funds") own an approximate 50.3%, 47.3% and 2.4% interest, respectively, in Memorial Resource. The Funds may be deemed to share voting and dispositive power over the reported securities; thus, the Funds may also be deemed to be the beneficial owner of these securities. The Funds disclaim 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. Memorial Resource has the right to appoint all of the directors of the Board of Directors of Memorial Production Partners GP LLC, 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	12/16/2011
	/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.	12/16/2011
	/s/ Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C., general partner of G.F.W. Energy IX, L.P., general partner of Natural Gas Partners IX, L.P.	12/16/2011
	/s/ Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C., general partner of G.F.W. Energy IX, L.P., general partner of NGP IX Offshore Holdings, L.P.	12/16/2011
	** Signature of Reporting Person	Date
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