Sec Form 4 Filing - RSP Permian Holdco, L.L.C. @ RSP Permian, Inc. - 2014-01-23

FORM 4 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 RSP Permian Holdco, L.L.C. 2. Issuer Name and Ticker or Trading Symbol RSP Permian, Inc. [ RSPP] 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) 3141 HOOD STREET, SUITE 701, 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2014 (Street) DALLAS, TX75219 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Stock 01/23/2014 A 28,536,427 ( 1 ) A 28,536,427 I See footnote ( 2 ) ( 3 ) Common Stock 01/23/2014 S 12,250,946 ( 4 ) D $ 18.3787 16,285,481 I See footnote ( 2 ) ( 3 )

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 RSP Permian Holdco, L.L.C. 3141 HOOD STREET, SUITE 701 DALLAS, TX75219 X Director by deputization Production Opportunities II, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING, TX75039 X Natural Gas Partners IX, L.P. 125 East John Capenter Fwy. Suite 600 Irving, TX75062 X NGP IX Offshore Holdings, L.P. 5221 N. O'CONNOR BOULEVARD SUITE 1100 IRVING, TX75039 X G.F.W. ENERGY IX, L.P. 125 E. JOHN CARPENTER FWY STE 600 IRVING, TX75062 X GFW IX, L.L.C. 125 E. JOHN CARPENTER FREEWAY, SUITE 600 IRVING, TX75062 X NGP Energy Capital Management LLC 1221 MCKINNEY STREET, SUITE 2975 HOUSTON, TX77010 X Signatures /s/ Tamara Pollard, attorney-in-fact for RSP Permian Holdco, L.L.C. 01/24/2014 Signature of Reporting Person Date /s/ Tamara Pollard, attorney-in-fact for Production Opportunities II, L.P. 01/24/2014 Signature of Reporting Person Date /s/ Tamara Pollard, attorney-in-fact for Natural Gas Partners IX, L.P. 01/24/2014 Signature of Reporting Person Date /s/ Tamara Pollard, attorney-in-fact for NGP IX Offshore Holdings, L.P. 01/24/2014 Signature of Reporting Person Date /s/ Tamara Pollard, attorney-in-fact for G.F.W. Energy IX, L.P. 01/24/2014 Signature of Reporting Person Date /s/ Tamara Pollard, attorney-in-fact for GFW IX, L.L.C. 01/24/2014 Signature of Reporting Person Date /s/ Tamara Pollard, attorney-in-fact for NGP Energy Capital Management, L.L.C. 01/24/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Master Contribution Agreement, dated January 7, 2014, with, among others, the Issuer, in exchange for certain working interests in oil and gas properties, RSP Permian Holdco, L.L.C. ("Holdco") received 28,536,427 shares of the Issuer's common stock, par value $0.01 per share, immediately prior to the Issuer's initial public offering (the "IPO"). ( 2 )This form is jointly filed by Holdco, Production Opportunities II, L.P. (''Production Opportunities''), Natural Gas Partners IX, L.P. (''NGP IX''), NGP IX Offshore Holdings, L.P. (''NGP Offshore''), G.F.W. Energy IX, L.P. (''GFW Energy''), GFW IX, L.L.C. (''GFW IX'') and NGP Energy Capital Management, L.L.C. (''NGP ECM''). GFW IX is the general partner of GFW Energy, the general partner of each of NGP IX and NGP Offshore, which jointly own Production Opportunities, which owns a controlling interest in Holdco. ( 3 )Accordingly, each of GFW IX, GFW Energy, NGP IX, NGP Offshore and Production Opportunities may be deemed to share voting and dispositive power over the reported securities of Holdco, and as a result may be deemed to beneficially own the reported securities of Holdco. GFW IX has delegated full power and authority to manage NGP IX and NGP Offshore to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over the reported securities of Holdco, and as result may be deemed to beneficially own the reported securities of Holdco. Each of GFW IX, GFW Energy, NGP IX, NGP Offshore, Production Opportunities and NGP ECM disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein. ( 4 )In connection with the IPO, Holdco sold 12,250,946 shares of the Issuer's common stock, par value $0.01 per share.

Remarks: Exhibit List: Exhibit 24.1 - Power of Attorney (RSP Permian Holdco, L.L.C.), Exhibit 24.2 - Power of Attorney (Production Opportunities II, L.P.), Exhibit 24.3 - Power of Attorney (Natural Gas Partners IX, L.P.), Exhibit 24.4 - Power of Attorney (NGP IX Offshore Holdings, L.P.), Exhibit 24.5 - Power of Attorney (G.F.W. Energy IX, L.P.), Exhibit 24.6 - Power of Attorney (GFW IX, L.L.C.), Exhibit 24.7 - Power of Attorney (NGP Energy Capital Management, L.L.C.)

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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