Sec Form 4/A Filing - Memorial Resource Development LLC @ Memorial Production Partners LP - 2013-11-19

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Memorial Resource Development LLC 2. Issuer Name and Ticker or Trading Symbol Memorial Production Partners LP [ MEMP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by Deputization (Last) (First) (Middle) 1301 MCKINNEY, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 11/19/2013 (Street) HOUSTON, TX77010 4. If Amendment, Date Original Filed (MM/DD/YY) 11/21/2013 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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) Code V Amount (A) or (D) Price Common units representing limited partner interests 11/19/2013 S 7,061,294 D $ 19.12 0 D

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Memorial Resource Development LLC 1301 MCKINNEY SUITE 2100 HOUSTON, TX77010 X Director by Deputization Natural Gas Partners VIII, L.P. 5221 N. O'CONNOR BLVD. SUITE 1100 IRVING, TX75039 X Natural Gas Partners IX, L.P. 5221 N. O'CONNOR BLVD. SUITE 1100 IRVING, TX75039 X NGP IX Offshore Holdings, L.P. 5221 N. O'CONNOR BLVD SUITE 1100 IRVING, TX75039 X Signatures /s/ John A. Weinzierl, President and Chief Executive Officer of Memorial Resource Development LLC 11/22/2013 Signature of Reporting Person Date /s/ Kenneth A. Hersh, Authorized Member of GFW VIII, L.L.C., general partner of G.F.W. Energy VIII, L.P., general partner of Natural Gas Partners VIII, L.P. 11/22/2013 Signature of Reporting Person Date /s/ Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C., general partner of G.F.W. Energy IX, L.P., general partner of Natural Gas Partners IX, L.P. 11/22/2013 Signature of Reporting Person Date /s/ Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C., general partner of G.F.W. Energy IX, L.P., general partner of NGP IX Offshore Holdings, L.P. 11/22/2013 Signature of Reporting Person Date

Explanation of Responses:

Remarks: This amendment to Form 4 is being filed to correct the Reporting Person CIK code which was originally inadvertently entered incorrectly as:0001537461, NGP IX Offshore Fund, L.P. and has been corrected to be filed under:0001592748, NGP IX Offshore Holdings, L.P.Natural Gas Partners VIII, L.P., Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P. (collectively, the "Funds") own an approximate 50.3%, 47.3% and 2.4% interest, respectively, in Memorial Resource. The Funds may be deemed to share voting and dispositive power over the reported securities; thus, the Funds may also be deemed to be the beneficial owner of these securities. The Funds 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. Memorial Resource has the right to appoint all of the directors of the Board of Directors of Memorial Production Partners GP LLC, the general partner of the Issuer. Therefore, Memorial Resource may be deemed a director by deputization.

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).

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