UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

Explanatory Note

 

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on October 21, 2016 (the “Statement”), relating to the Class A Common Stock (the “Class A Common Stock”) of Centennial Resource Development, Inc. (formerly known as Silver Run Acquisition Corporation), a corporation formed under the laws of Delaware (the “Issuer”).  Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

 

Item 4.                             Purpose of Transaction.

 

Item 4 of the Statement is amended and supplemented as follows:

 

Margin Loan and Pledge and Security Agreements

 

As previously disclosed, on December 27, 2016, REL US entered into the Pledge and Security Agreements pursuant to which REL US pledged 17,500,000 shares of the Issuer’s Class A Common Stock as collateral to secure its obligations under the Margin Loan Agreement. Following the conversion of the Series B Preferred Stock beneficially owned by the Reporting Persons into Class A Common Stock, on June 5, 2017, REL US pledged 6,338,921 additional shares under the terms of the Pledge and Security Agreements.

 

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Item 7.           Materials to be Filed as Exhibits.

 

Item 7 of the Statement is amended and supplemented as follows:

 

Exhibit Number		Description
24.1		Power of Attorney (Pierre F. Lapeyre, Jr.)
24.2		Power of Attorney (David M. Leuschen)

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:                  June 5, 2017

 

	Silver Run Sponsor, LLC
	By:	Silver Run Sponsor Manager, LLC, its managing member
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Managing Director
	Silver Run Sponsor Manager, LLC
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Managing Director
	REL US Centennial Holdings, LLC
	By:	REL IP General Partner LP, its managing member
	By:	REL IP General Partner Limited, its general partner
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Director
	REL IP General Partner LP
	By:	REL IP General Partner Limited, its general partner
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Director
	REL IP General Partner Limited
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Director

 

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	Riverstone Energy Limited Investment Holdings, LP
	By:	Riverstone Holdings II (Cayman) Ltd., its general partner
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Attorney-in-fact for David M. Leuschen, Director
	Riverstone Holdings II (Cayman) Ltd.
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Attorney-in-fact for David M. Leuschen, Director
	Riverstone Non-ECI USRPI AIV, L.P.
	By:	Riverstone Non-ECI USRPI AIV GP, L.L.C., its general partner
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Managing Director
	Riverstone Non-ECI USRPI AIV GP, L.L.C.
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Managing Director
	Riverstone Non-ECI Partners GP (Cayman), L.P.
	By:	Riverstone Non-ECI GP Cayman LLC, its general partner
	By:	Riverstone Non-ECI GP Ltd., its sole member
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Director

 

4

 

 

	Riverstone Non-ECI GP Cayman LLC
	By:	Riverstone Non-ECI GP Ltd., its sole member
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Director
	Riverstone Non-ECI GP Ltd.
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Director
	Riverstone VI Centennial QB Holdings, L.P.
	By:	Riverstone Energy Partners VI, L.P., its general partner
	By:	Riverstone Energy GP VI, LLC, its general partner
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Managing Director
	Riverstone Energy Partners VI, L.P.
	By:	Riverstone Energy GP VI, LLC, its general partner
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Managing Director
	Riverstone Energy GP VI, LLC
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Managing Director
	Riverstone Energy GP VI Corp
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Vice President

 

5

 

 

	Riverstone Holdings LLC
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Authorized Person
	Riverstone/Gower Mgmt Co Holdings, L.L.C.
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Manager
	Riverstone Management Group, L.L.C.
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Manager
	David M. Leuschen
	By:	/s/ Thomas J. Walker, attorney-in-fact
	Pierre F. Lapeyre, Jr.
	By:	/s/ Thomas J. Walker, attorney-in-fact

 

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Exhibit 24.1

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Stephen S. Coats and Thomas J. Walker or either of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

	1.	execute for and on behalf of the undersigned Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
	2.	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Forms 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
	3.	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G or Forms 3, 4, and 5, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of May, 2017.

 

	/s/ Pierre F. Lapeyre, Jr.
	PIERRE F. LAPEYRE, JR.

 

Exhibit 24.2

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Stephen S. Coats and Thomas J. Walker or either of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

	1.	execute for and on behalf of the undersigned Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
	2.	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Forms 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
	3.	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G or Forms 3, 4, and 5, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of May, 2017.

 

	/s/ David M. Leuschen
	DAVID M. LEUSCHEN