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* Fifth Creek Energy Company, LLC (Last) (First) (Middle) 5221 N O'CONNOR BLVD, 11TH FLOOR (Street) IRVING TX 75039 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/19/2018	3. Issuer Name and Ticker or Trading Symbol HighPoint Resources Corp [ HPR ]
		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 Stock	100,000,000	D(1)(2)(3)(4)(5)

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* Fifth Creek Energy Company, LLC (Last) (First) (Middle) 5221 N O'CONNOR BLVD, 11TH FLOOR (Street) IRVING TX 75039 (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* NGP Energy Capital Management, L.L.C. (Last) (First) (Middle) 5221 N O'CONNOR BLVD, 11TH FLOOR (Street) IRVING TX 75039 (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

Explanation of Responses:

1. This form is jointly filed by Fifth Creek Energy Company, LLC ("FCEC") and NGP Energy Capital Management, L.L.C. ("NGP ECM").

2. Acquired pursuant to the Plan of Merger, dated as of December 4, 2017, by and among Bill Barrett Corporation, Fifth Creek Energy Operating Company, LLC, HighPoint Resources Corporation, f/k/a Red Rider Holdco, Inc. (the "Company"), Rio Merger Sub, LLC, Rider Merger Sub, Inc., and, for limited purposes set forth in the merger agreement, FCEC, and NGP Natural Resources XI, L.P. ("NGP"). Upon the closing of the merger on March 19, 2018, FCEC received 100,000,000 shares of Company common stock, representing approximately 48% of the shares expected to be outstanding upon closing.

3. The reported securities are owned directly by FCEC and indirectly by NGP XI US Holdings L.P. ("NGP XI US Holdings"), which owns a majority of the capital interests in FCEC. As a result, NGP XI US Holdings may be deemed to indirectly beneficially own the shares held by FCEC. NGP XI Holdings GP, L.L.C. ("NGP XI Holdings GP") (the sole general partner of NGP XI US Holdings), NGP Natural Resources XI, L.P. ("NGP Natural Resources XI") (the sole member of NGP XI Holdings GP), G.F.W. Energy XI, L.P. ("GFW Energy XI") (the sole general partner of NGP Natural Resources XI) and GFW XI, L.L.C. ("GFW XI") (the sole general partner of GFW Energy XI) may each also be deemed to share voting and dispositive power over the reported shares and therefore may also be deemed to be the beneficial owner of these shares.

4. (Continued from footnote 3) GFW XI has delegated full power and authority to manage NGP XI US Holdings to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares. Each of FCEC, NGP XI Holdings GP, NGP Natural Resources XI, GFW Energy XI, GFW XI and NGP ECM disclaims beneficial ownership of the reported securities in excess of its pecuniary interest therein.

5. On March 19, 2018, FCEC, NGP and the Company entered into the Stockholders' Agreement, pursuant to which, among other matters, the Company will grant FCEC certain director designation rights for so long as FCEC continues to own at least 10% of the Company's issued and outstanding common stock.

Remarks:

	/s/ Mike Starzer, Authorized Person	03/19/2018
	/s/ Tony R. Weber, Authorized Representative of NGP Energy Capital Management, L.L.C.	03/19/2018
	** Signature of Reporting Person	Date
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