0000899243-16-029088.txt : 20160916 0000899243-16-029088.hdr.sgml : 20160916 20160916101452 ACCESSION NUMBER: 0000899243-16-029088 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160916 FILED AS OF DATE: 20160916 DATE AS OF CHANGE: 20160916 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Memorial Resource Development Corp. CENTRAL INDEX KEY: 0001599222 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 464710769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-588-8300 MAIL ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Graham Jay Carlton CENTRAL INDEX KEY: 0001610390 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36490 FILM NUMBER: 161888442 MAIL ADDRESS: STREET 1: C/O WILDHORSE RESOURCES MANAGEMENT CO STREET 2: 9805 KATY FREEWAY, SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77024 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-16 1 0001599222 Memorial Resource Development Corp. MRD 0001610390 Graham Jay Carlton 500 DALLAS, SUITE 1800 HOUSTON TX 77002 1 1 0 1 CEO and Director Member 13(d) group owning >10% Common Stock 2016-09-16 4 D 0 11582289 D 0 D Common Stock 2016-09-16 4 D 0 580000 D 0 I By WHR Incentive LLC On September 16, 2016, pursuant to the Agreement and Plan of Merger dated as of May 15, 2016 (the "Merger Agreement"), by and among Memorial Resource Development Corp. (the "Company"), Range Resources Corporation ("Range") and Medina Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger and continuing as a wholly-owned subsidiary of Range. Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger owned by the Reporting Person was converted at such time into the right to receive 0.375 of a share of Range common stock, or in the case of fractional shares of Range common stock, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Range common stock multiplied by (ii) the volume weighted average price of Range common stock for the five consecutive trading days immediately prior to the closing date of the Merger as reported by Bloomberg, L.P. The closing price per share of Range common stock on the day prior to the effective date of the merger was $39.37. Mr. Graham disclaims beneficial ownership of the reported securities in excess of his pecuniary interest in the securities. This report shall not be deemed an admission that the reporting person was the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. /s/ Kyle N. Roane, Attorney-in-Fact 2016-09-16