FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported 		UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response... 1.0
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

McNeill Scott K.

2. Issuer Name and Ticker or Trading Symbol

RSP Permian, Inc. [RSPP]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer

(Last)          (First)          (Middle)

3141 HOOD STREET, SUITE 500

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2014 
(Street)

DALLAS, TX 75219

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock   12/11/2014     J   (1) 338296   A   (1) 771442   D    
Common Stock                 300   I   UTMA custodian for son, Jack McNeill   (2)
Common Stock                 300   I   UTMA custodian for daughter, Lola   (2)
Common Stock                 300   I   UTMA custodian for daughter, Sophie McNeill   (2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  In connection with its impending dissolution, RSP Permian Holdco, L.L.C. ("Holdco") made a pro rata distribution of all of the shares of RSP Permian, Inc.'s common stock, par value $0.01 per share ("common stock"), that it held to its members. Mr. McNeill received 338,296 shares of common stock pursuant to this distribution from Holdco.
( 2)  These securities were purchased by Mr. McNeill as custodian for a minor child under the Uniform Transfer to Minors Act. Mr. McNeill disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McNeill Scott K.
3141 HOOD STREET, SUITE 500
DALLAS, TX 75219 		X
Chief Financial Officer

Signatures
/s/ James E. Mutrie, attorney-in-fact for Scott K. McNeill 2/13/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
RSP PERMIAN, INC. (NYSE:RSPP)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more RSP PERMIAN, INC. Charts.
RSP PERMIAN, INC. (NYSE:RSPP)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more RSP PERMIAN, INC. Charts.