Sec Form 4 Filing - Wallace Michael W. @ RSP Permian, Inc. - 2014-08-12

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 Wallace Michael W. 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 508 W. WALL STREET, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2014 (Street) MIDLAND, TX79701 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 08/08/2014 J( 1 ) 42,499 A 42,499 I See footnotes ( 1 ) ( 2 ) Common Stock 08/12/2014 S( 3 ) 14,817 D $ 24.75 27,682 I See footnotes ( 2 ) ( 3 ) Common Stock 9,739,126 I See footnote ( 4 ) Common Stock 2,166,152 I See footnote ( 5 ) Common Stock 5,000 I See footnote ( 6 ) Common Stock 500 I See footnote ( 7 ) Common Stock 300 I See footnote ( 8 )

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 Wallace Michael W. 508 W. WALL STREET, SUITE 1200 MIDLAND, TX79701 X X Wallace Leslyn M. 508 W. WALL STREET, SUITE 1200 MIDLAND, TX79701 X Signatures /s/ Scott McNeill, attorney-in-fact for Michael W. Wallace 08/14/2014 Signature of Reporting Person Date /s/ Scott McNeill, attorney-in-fact for Leslyn M. Wallace 08/14/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with an underwritten public offering (the "offering") of RSP Permian, Inc.'s ("RSP") common stock, par value $0.01 per share ("common stock"), by RSP and certain selling stockholders of RSP named in the registration statement on Form S-1 initially filed with the Securities and Exchange Commission on May 30, 2014, as subsequently amended, RSP Permian Holdco, L.L.C. ("Holdco") made a pro rata distribution of common stock to its members. Leslyn M. Wallace, Michael W. Wallace's spouse, received 42,499 shares of common stock pursuant to this distribution from Holdco. ( 2 )Mr. Wallace disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Wallace is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 3 )In connection with the offering, Mrs. Wallace sold 14,817 shares of common stock. ( 4 )These securities are held by Wallace Family Partnership, LP ("Wallace LP"). Michael Wallace Management, LLC ("Wallace Management") is the general partner of Wallace LP, and Mr. Wallace and Mrs. Wallace are the managers of Wallace Management. Accordingly, each of Mr. Wallace and Mrs. Wallace may be deemed to share voting and dispositive power over the reported securities of Wallace LP, and as a result may be deemed to beneficially own the reported securities of Wallace LP. Each of Mr. Wallace and Mrs. Wallace disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein. ( 5 )These securities are held of record by Collins & Wallace Holdings, LLC. Ted Collins, Jr. and Wallace LP are the members of Collins & Wallace Holdings, LLC. Wallace Management is the general partner of Wallace LP, and Mr. and Mrs. Wallace are the managers of Wallace Management. Accordingly, Mr. Collins and Mr. and Mrs. Wallace may be deemed to share voting and dispositive power over the reported securities of Collins & Wallace Holdings, LLC, and as a result may be deemed to beneficially own the reported securities of Collins & Wallace Holdings, LLC. Each of Mr. Wallace and Mrs. Wallace disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein. ( 6 )These securities were acquired by Mr. Wallace as a restricted stock grant that will vest in three installments, with the first installment of 1,666 shares occurring on March 1, 2015, the second installment of 1,667 shares occurring on March 1, 2016 and the third installment of 1,667 shares occurring on March 1, 2017. Mrs. Wallace disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mrs. Wallace is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 7 )These securities were purchased by Mr. Wallace as custodian for a minor child under the Uniform Transfer to Minors Act. Mr. Wallace disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Wallace is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 8 )These securities are held by a member of Mr. and Mrs. Wallace's immediate family sharing the same household. Mr. and Mrs. Wallace disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. or Mrs. Wallace is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

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).

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