Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-15-035232
Date:2015-04-16
Issuer: MEMORIAL PRODUCTION PARTNERS LP (MEMP)
Original Submission Date:

Reporting Person:

MRD HOLDCO LLC
500 DALLAS STREET, SUITE 1800
HOUSTON, TX 77002

Reporting Person:

NATURAL GAS PARTNERS VIII, L.P.
5221 N. O?CONNOR BLVD., SUITE 1100
IRVING, TX 75039

Reporting Person:

NATURAL GAS PARTNERS IX, L.P.
5221 N. O?CONNOR BLVD., SUITE 1100
IRVING, TX 75039

Reporting Person:

NGP IX OFFSHORE HOLDINGS, L.P.
5221 N. O?CONNOR BLVD., SUITE 1100
IRVING, TX 75039

Reporting Person:

GFW VIII, L.L.C.
5221 N. O?CONNOR BLVD., SUITE 1100
IRVING, TX 75039

Reporting Person:

G.F.W. ENERGY VIII, L.P.
5221 N. O?CONNOR BLVD., SUITE 1100
IRVING, TX 75039

Reporting Person:

GFW IX, L.L.C.
5221 N. O?CONNOR BLVD., SUITE 1100
IRVING, TX 75039

Reporting Person:

G.F.W. ENERGY IX, L.P.
5221 N. O?CONNOR BLVD., SUITE 1100
IRVING, TX 75039

Reporting Person:

NGP ENERGY CAPITAL MANAGEMENT, L.L.C.
5221 N. O?CONNOR BLVD., SUITE 1100
IRVING, TX 75039

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS 2015-04-16 S 152,130 d $17.19 547,119 f6 direct
COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS 2015-04-17 S 236,927 d $16.99 310,192 f6 direct
COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS 2015-04-20 S 30,493 d $17.00 279,699 f6 direct
COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS 2015-04-20 S 89,185 d $17.18 190,514 f6 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 this transaction was executed in multiple trades at prices ranging from $17.03 to $17.35. the price reported above reflects the weighted average sales price rounded to the nearest cent. the reporting persons hereby undertakes to provide upon request to the sec staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected.
f2 this transaction was executed in multiple trades at prices ranging from $16.80 to $17.10. the price reported above reflects the weighted average sales price rounded to the nearest cent. the reporting persons hereby undertakes to provide upon request to the sec staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected.
f3 this transaction was executed in multiple trades at prices ranging from $16.92 to $17.09. the price reported above reflects the weighted average sales price rounded to the nearest cent. the reporting persons hereby undertake to provide upon request to the sec staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected.
f4 this transaction was executed in multiple trades at prices ranging from $17.09 to $17.27. the price reported above reflects the weighted average sales price rounded to the nearest cent. the reporting persons hereby undertake to provide upon request to the sec staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected.
f5 this form is jointly filed by mrd holdco llc ("mrd holdco"), natural gas partners viii, l.p. ("ngp viii"), natural gas partners ix, l.p. ("ngp ix"), ngp ix offshore holdings, l.p. ("ngp ix offshore"), gfw viii, l.l.c. ("gfw viii"), g.f.w. energy viii, l.p. ("gfw energy viii"), gfw ix, l.l.c. ("gfw ix"), g.f.w. energy ix, l.p. ("gfw energy ix") and ngp energy capital management, l.l.c. ("ngp ecm"). ngp viii, ngp ix and ngp ix offshore own a controlling interest in mrd holdco. gfw viii is the sole general partner of gfw energy viii, which is the general partner of ngp viii, and gfw ix is the sole general partner of gfw energy ix, which is the general partner of ngp ix and ngp ix offshore. accordingly, each of mrd holdco, ngp viii, ngp ix, ngp ix offshore, gfw viii, gfw energy viii, gfw ix and gfw energy ix may be deemed to share voting and dispositive power over the reported securities, and as a result may also be deemed to be the beneficial owners of these securities.
f6 (continued from footnote 4) gfw viii has delegated full power and authority to manage ngp viii, and gfw ix has delegated full power and authority to manage ngp ix and ngp ix offshore, respectively, to ngp ecm and accordingly, ngp ecm may be deemed to share voting and dispositive power over these securities, and as result may be deemed to beneficially own these reported securities. mrd holdco, ngp viii, ngp ix, ngp ix offshore, gfw viii, gfw energy viii, gfw ix, gfw energy ix and ngp ecm each disclaim beneficial ownership of the reported securities in excess of such entity's pecuniary interest in the securities. this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of section 16 or for any other purpose.
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