8-K

MEMORIAL RESOURCE DEVELOPMENT CORP.

Date: January 13, 2015

/s/ Kyle N. Roane

Kyle N. Roane

Senior Vice President, General Counsel & Corporate Secretary

0001193125-15-009459.txt : 20150113 0001193125-15-009459.hdr.sgml : 20150113 20150113163601 ACCESSION NUMBER: 0001193125-15-009459 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150109 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150113 DATE AS OF CHANGE: 20150113 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36490 FILM NUMBER: 15525129 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 8-K 1 d850927d8k.htm 8-K 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 13, 2015 (January 9, 2015)

MEMORIAL RESOURCE DEVELOPMENT CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-36490

46-4710769

(State or Other Jurisdiction of Incorporation or

Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

500 Dallas Street, Suite 1800

Houston, Texas

77002

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) 588-8300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 9, 2015, the Board of Directors of Memorial Resource Development Corp. (the “Company”) made the grant of 9,695 restricted shares (the “Restricted Shares”) to John A. Weinzierl, the Company’s Chief Executive Officer pursuant to the Company’s 2014 Long-Term Incentive Plan.

On January 9, 2015, the Board of Directors of Memorial Production Partners GP LLC (“MEMP GP”), the general partner of Memorial Production Partners LP (the “Partnership”), approved a grant of 11,327 restricted common units representing limited partner interests in the Partnership (the “Restricted Units”) to Mr. Weinzierl pursuant to MEMP GP’s Long-Term Incentive Plan.

The grant of the Restricted Shares and the Restricted Units was in lieu of Mr. Weinzierl’s annual cash bonus for 2014.

The grant of the Restricted Shares to Mr. Weinzierl was made pursuant to a Restricted Stock Agreement, a form of which was previously filed with the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission (the “Commission”) on June 18, 2014 (the “Form S-8”), and will vest pro-rata over a three year period. The terms of the Restricted Stock Agreement are substantially the same as the terms set forth in the form of such agreement previously filed as Exhibit 4.6 to the Form S-8. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Form of Restricted Stock Agreement. A copy of the Form of Restricted Stock Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.

The grant of the Restricted Units to Mr. Weinzierl was made pursuant to a Restricted Unit Agreement, a form of which was previously filed with the Partnership’s Registration Statement on Form S-8, filed with the Commission on December 14, 2011 (the “Partnership Form S-8”), and will vest pro-rata over a three year period. The terms of the Restricted Unit Agreement are substantially the same as the terms set forth in the form of such agreement previously filed as Exhibit 4.6 to the Partnership Form S-8. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Form of Restricted Unit Agreement. A copy of the Form of Restricted Unit Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description

10.1		Form of Restricted Stock Agreement (incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement on Form S-8 (File No. 333-196855) filed on June 18, 2014)

10.2		Form of Restricted Unit Agreement (incorporated by reference to Exhibit 4.6 of the Partnership’s Registration Statement on Form S-8 (File No. 333-178493) filed on December 14, 2011)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit Number		Description

10.1		Form of Restricted Stock Agreement (incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement on Form S-8 (File No. 333-196855) filed on June 18, 2014)

10.2		Form of Restricted Unit Agreement (incorporated by reference to Exhibit 4.6 of the Partnership’s Registration Statement on Form S-8 (File No. 333-178493) filed on December 14, 2011)