Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
The information required in 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).
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1
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Name of
Reporting Person
Wallace Family Partnership, LP
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2
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Check the Appropriate Box if a Member
of a Group
(a): ☐ (b): ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Texas
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Number of Shares
Beneficially Owned by Each Reporting
Person
With
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5
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Sole Voting Power
0
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6
|
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Shared Voting Power
18,450,299
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
10,355,278
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
18,450,299
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10
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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11
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Percent of Class Represented by
Amount in Row (9)
11.6%(1)
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12
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Type of Reporting Person
PN
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(1)
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Based on 158,596,324 shares of common stock issued and outstanding as of December 31, 2017.
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1
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Name of
Reporting Person
Michael Wallace Management, LLC
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2
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Check the Appropriate Box if a Member
of a Group
(a): ☐ (b): ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Texas
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|
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Number of Shares
Beneficially Owned by Each Reporting
Person
With
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5
|
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Sole Voting Power
0
|
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6
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Shared Voting Power
18,450,299
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7
|
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Sole Dispositive Power
0
|
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8
|
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Shared Dispositive Power
10,355,278
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|
|
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
18,450,299
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10
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|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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11
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Percent of Class Represented by
Amount in Row (9)
11.6%(1)
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12
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Type of Reporting Person
OO
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(1)
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Based on 158,596,324 shares of common stock issued and outstanding as of December 31, 2017.
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1
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Name of
Reporting Person
Michael W. Wallace
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2
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Check the Appropriate Box if a Member
of a Group
(a): ☐ (b): ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
United States of
America
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Number of Shares
Beneficially Owned by Each Reporting
Person
With
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5
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Sole Voting Power
22,438
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6
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Shared Voting Power
18,451,099
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7
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Sole Dispositive Power
17,675
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8
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Shared Dispositive Power
10,356,078
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
18,473,537
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10
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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11
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Percent of Class Represented by
Amount in Row (9)
11.6%(1)
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12
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Type of Reporting Person
IN
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(1)
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Based on 158,596,324 shares of common stock issued and outstanding as of December 31, 2017.
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1
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Name of
Reporting Person
Leslyn M. Wallace
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2
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Check the Appropriate Box if a Member
of a Group
(a): ☐ (b): ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
United States of
America
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Number of Shares
Beneficially Owned by Each Reporting
Person
With
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5
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Sole Voting Power
82,109
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6
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Shared Voting Power
18,451,099
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7
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Sole Dispositive Power
82,109
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8
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Shared Dispositive Power
10,356,078
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
18,533,208
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10
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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11
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Percent of Class Represented by
Amount in Row (9)
11.7%(1)
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12
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Type of Reporting Person
IN
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(1)
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Based on 158,596,324 shares of common stock issued and outstanding as of December 31, 2017.
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This Amendment No. 3 amends and restates the Amendment No. 2 to Schedule 13G filed on February 14,
2017 in its entirety. This Amendment No. 3 is referred to herein as this Schedule 13G.
Item 1(a).
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Name of issuer:
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RSP Permian, Inc. (the Issuer)
Item 1(b).
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Address of issuers principal executive offices:
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3141 Hood Street, Suite 500
Dallas, Texas 75219
Item 2(a).
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Names of persons filing:
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This Schedule 13G is being filed by each of the following
persons (each, a Reporting Person and together, the Reporting Persons):
(i) Wallace Family Partnership, LP
(ii) Michael Wallace Management, LLC
(iii) Michael W. Wallace
(iv)
Leslyn M. Wallace
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as
Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k)(1)
of the Securities Exchange Act of 1934, as amended.
Item 2(b).
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Address or principal business office or, if none, residence:
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Address or Principal
Business Office or, if none, Residence:
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(i)
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Wallace Family Partnership, LP
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508 W. Wall Street, Suite 1200
Midland, Texas 79701
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(ii)
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Michael Wallace Management, LLC
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508 W. Wall Street, Suite 1200
Midland, Texas 79701
508 W. Wall Street, Suite 1200
Midland, Texas 79701
508 W. Wall Street, Suite 1200
Midland, Texas 79701
(i) Wallace Family Partnership, LP: Texas
(ii) Michael Wallace Management, LLC: Texas
(iii) Michael W. Wallace: United States of America
(iv) Leslyn M. Wallace: United States of America
Item 2(d).
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Title of class of securities:
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Common stock, par value $0.01 per share.
74978Q 105
Item 3.
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If this statement is filed pursuant to Rule
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is a:
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Not applicable.
Each of RSP Permian, Inc., Ted Collins, Jr., Wallace Family Partnership, LP
and Pecos Energy Partners, L.P. is party to a Stockholders Agreement, dated as of January 23, 2014 (the Stockholders Agreement). The Stockholders Agreement, among other things, requires Ted Collins, Jr., Wallace
Family Partnership, LP and Pecos Energy Partners, L.P. to vote their respective shares of the Issuers common stock for directors that are designated in accordance with the provisions of the Stockholders Agreement. Each of Ted Collins,
Jr. and Wallace Family Partnership, LP has the right to designate a certain number of nominees to the Issuers board of directors, subject to the limitations and conditions set forth in the Stockholders Agreement, including the ownership
of a specified percentage of the outstanding shares of the Issuers common stock.
Wallace Family Partnership, LP and Ted Collins,
Jr. are the members of Collins & Wallace Holdings, LLC. Michael Wallace Management, LLC is the general partner of Wallace Family Partnership, LP, and Mr. and Mrs. Wallace are the managers of Michael Wallace Management, LLC.
Mr. Wallace purchased 500 shares of the Issuers common stock, as custodian, for a minor child under the Uniform Transfer to Minors
Act. Also, a member of Mr. and Mrs. Wallaces immediate family sharing the same household holds 300 shares of the Issuers common stock.
Because of the foregoing relationships, (i) Wallace Family Partnership, LP may be deemed to share voting power over the 8,095,021 shares
of the Issuers common stock held of record by the other parties to the Stockholders Agreement, (ii) Michael Wallace Management, LLC and Mr. and Mrs. Wallace may be deemed to share voting power over the 16,284,147 shares of
the Issuers common stock held of record by Wallace Family Partnership, LP and the other parties to the Stockholders Agreement, (iii) Wallace Family Partnership, LP, Michael Wallace Management, LLC and Mr. and Mrs. Wallace
may be deemed to share voting and dispositive power over the 2,166,152 shares held of record by Collins & Wallace Holdings, LLC, (iv) Michael Wallace Management, LLC and Mr. and Mrs. Wallace may be deemed to share dispositive
power over the 8,189,126 shares held of record by Wallace Family Partnership, LP, and (v) Mr. and Mrs. Wallace may be deemed to share voting and dispositive power over (a) the 500 shares purchased by Mr. Wallace as custodian
for a minor child under the Uniform Transfers to Minors Act and (b) the 300 shares held of record by a member of Mr. and Mrs. Wallaces immediate family sharing the same household. As a result, the Reporting Persons may be deemed
to be the beneficial owner of the shares of the Issuers common stock as listed below.
1.
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Wallace Family Partnership, LP
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a.
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Amount beneficially owned:
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18,450,299
11.6%
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c.
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Number of shares as to which the person has:
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i.
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Sole power to vote or to direct the vote:
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0
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ii.
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Shared power to vote or to direct the vote:
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18,450,299
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iii.
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Sole power to dispose or to direct the disposition of:
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0
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iv.
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Shared power to dispose or to direct the disposition of:
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10,355,278
2.
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Michael Wallace Management, LLC
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a.
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Amount beneficially owned:
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18,450,299
11.6%
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c.
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Number of shares as to which the person has:
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i.
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Sole power to vote or to direct the vote:
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0
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ii.
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Shared power to vote or to direct the vote:
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18,450,299
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iii.
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Sole power to dispose or to direct the disposition of:
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0
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iv.
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Shared power to dispose or to direct the disposition of:
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10,355,278
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a.
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Amount beneficially owned:
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18,473,537
11.6%
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c.
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Number of shares as to which the person has:
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i.
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Sole power to vote or to direct the vote:
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22,438
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ii.
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Shared power to vote or to direct the vote:
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18,451,099
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iii.
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Sole power to dispose or to direct the disposition of:
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17,675
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iv.
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Shared power to dispose or to direct the disposition of:
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10,356,078
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a.
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Amount beneficially owned:
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18,533,208
11.7%
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c.
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Number of shares as to which the person has:
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i.
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Sole power to vote or to direct the vote:
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82,109
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ii.
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Shared power to vote or to direct the vote:
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18,451,099
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iii.
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Sole power to dispose or to direct the disposition of:
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82,109
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iv.
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Shared power to dispose or to direct the disposition of:
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10,356,078
Item 5.
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Ownership of five percent or less of a class:
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Not applicable.
Item 6.
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Ownership of more than five percent on behalf of another person:
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Not applicable.
Item 7.
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Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person:
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Not applicable.
Item 8.
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Identification and classification of members of the group:
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Not applicable.
Item 9.
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Notice of dissolution of group:
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Not applicable.
Not applicable.
SIGNATURE
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.
Dated: February 13, 2018
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Wallace Family Partnership, LP
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By:
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Michael Wallace Management, LLC, its general partner
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By:
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/s/ James E. Mutrie
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Name:
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James E. Mutrie
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Title:
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Attorney-in-Fact
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Michael Wallace Management, LLC
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By:
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/s/ James E. Mutrie
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Name:
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James E. Mutrie
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Title:
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Attorney-in-Fact
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Michael W. Wallace
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By:
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/s/ James E. Mutrie
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Name:
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James E. Mutrie
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Title:
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Attorney-in-Fact
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Leslyn M. Wallace
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By:
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/s/ James E. Mutrie
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Name:
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James E. Mutrie
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Title:
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Attorney-in-Fact
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EXHIBIT INDEX
|
|
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Exhibit No.
|
|
Description
|
|
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24.1
|
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Power of Attorney for Wallace Family Partnership, LP, dated February 10, 2015 (incorporated by reference to Exhibit 24.1 to the Schedule 13G filed by the Reporting Persons on February 13, 2015).
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24.2
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Power of Attorney for Michael Wallace Management, LLC, dated February 10, 2015 (incorporated by reference to Exhibit 24.2 to the Schedule 13G filed by the Reporting Persons on February 13, 2015).
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24.3
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Power of Attorney for Michael W. Wallace, dated February 10, 2015 (incorporated by reference to Exhibit 24.3 to the Schedule 13G filed by the Reporting Persons on February 13, 2015).
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24.4
|
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Power of Attorney for Leslyn M. Wallace, dated February 10, 2015 (incorporated by reference to Exhibit 24.4 to the Schedule 13G filed by the Reporting Persons on February 13, 2015).
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99.1
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Joint Filing Agreement among the parties regarding filing of Schedule 13G, dated February 13, 2015 (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on February 13,
2015).
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