UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.          )

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MEMORIAL RESOURCE DEVELOPMENT CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 13, 2016

MEMORIAL RESOURCE DEVELOPMENT CORP.

MEMORIAL RESOURCE DEVELOPMENT CORP.

500 DALLAS STREET, SUITE 1800

HOUSTON, TEXAS 77002

Meeting Information

Meeting Type:              Annual Meeting

For holders as of:        March 14, 2016

Date: May 13, 2016                 Time: 9:00 A.M. CDT

Location:  The Forum

   Two Allen Center

   1200 Smith Street

   Houston, Texas 77002

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT              2015 ANNUAL REPORT ON FORM 10-K

How to View Online:

Have the information that is printed in the box marked by the arrow  (located on the following page) and visit: www.proxyvote.com.

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	— How To Vote — Please Choose One of the Following Voting Methods
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Voting Items

	The Board of Directors recommends a vote “FOR” each nominee listed in Proposal 1 and “FOR” Proposal 2.
	1.      Election of Directors
	Nominees:
	1a.    Tony R. Weber 1b.    Jay C. Graham 1c.    Scott A. Gieselman 1d.    Kenneth A. Hersh 1e.    Robert A. Innamorati 1f.     Carol L. O’Neill 1g.    Pat Wood, III	2.      Ratification of Appointment of KPMG LLP as Independent Auditor NOTE: Such other business as may properly come before the meeting or any adjournment thereof.