Sec Form 4 Filing - PHILLIPS D MARTIN @ Eclipse Resources Corp - 2014-06-24

Insider filing report for Changes in Beneficial Ownership
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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
PHILLIPS D MARTIN
2. Issuer Name and Ticker or Trading Symbol
Eclipse Resources Corp [ ECR]
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)
2121 OLD GATESBURG ROAD, SUITE 110
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2014
(Street)
STATE COLLEGE, PA16803
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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, par value $0.01 per share 06/24/2014 J( 1 ) 138,500,000 A $ 0 138,500,000( 2 )( 6 )( 7 )( 8 )( 9 ) I See Footnotes( 2 )( 6 )( 7 )( 8 )( 9 )
Common Stock, par value $0.01 per share 06/24/2014 J( 10 ) 8,800,000 D $ 0 129,700,000( 2 )( 6 )( 7 )( 8 )( 9 ) I See Footnotes( 2 )( 6 )( 7 )( 8 )( 9 )
Common Stock, par value $0.01 per share 06/24/2014 J( 11 ) 3,766,343 A $ 0 3,766,343( 3 )( 6 )( 7 )( 8 )( 9 ) I See Footnotes( 3 )( 6 )( 7 )( 8 )( 9 )
Common Stock, par value $0.01 per share 06/24/2014 J( 12 ) 2,092,413 A $ 0 2,092,413( 4 )( 6 )( 7 )( 8 )( 9 ) I See Footnotes( 4 )( 6 )( 7 )( 8 )( 9 )
Common Stock, par value $0.01 per share 06/24/2014 J( 13 ) 2,845,976 A $ 0 2,845,976( 5 )( 6 )( 7 )( 8 )( 9 ) I See Footnotes( 5 )( 6 )( 7 )( 8 )( 9 )
Common Stock, par value $0.01 per share 06/25/2014 S( 14 ) 3,766,343 D $ 25.58 0 I See Footnotes( 3 )( 6 )( 7 )( 8 )( 9 )
Common Stock, par value $0.01 per share 06/25/2014 S( 14 ) 2,092,413 D $ 25.58 0 I See Footnotes( 4 )( 6 )( 7 )( 8 )( 9 )
Common Stock, par value $0.01 per share 06/25/2014 S( 14 ) 2,845,976 D $ 25.58 0 I See Footnotes( 5 )( 6 )( 7 )( 8 )( 9 )
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
PHILLIPS D MARTIN
2121 OLD GATESBURG ROAD
SUITE 110
STATE COLLEGE, PA16803
X X
Signatures
/s/ Christopher K. Hulburt, as Attorney-in-Fact 06/26/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Eclipse Resources Holdings, L.P. ("Eclipse Holdings") acquired 138,500,000 shares of common stock of Eclipse Resources Corporation (the "Issuer") in connection with a corporate reorganization contemporaneous with the initial public offering of the common stock of the Issuer (the "IPO").
( 2 )These securities are directly held by Eclipse Resources Holdings, L.P. ("Eclipse Holdings").
( 3 )These securities are directly held by EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII").
( 4 )These securities are directly held by EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest").
( 5 )These securities are directly held by EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX").
( 6 )EnCap Fund VIII, EnCap Fund VIII Co-Invest and EnCap Fund IX (collectively, the "EnCap Funds") collectively own 100% of the Class A Units of Eclipse Holdings. Accordingly, the EnCap Funds may be deemed to beneficially own the reported securities.
( 7 )The EnCap Funds are controlled indirectly by David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich, who are the controlling members of RNBD GP LLC ("RNBD"). Any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"). EnCap Fund VIII GP is the sole general partner of each of EnCap Energy Capital Fund VIII, L.P. and EnCap Energy Capital Fund VIII Co-Investors, L.P. EnCap Fund IX GP is the sole general partner of EnCap Fund IX.
( 8 )(Continued from footnote 7) Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments LP, EnCap Fund VIII GP and EnCap Fund IX GP may be deemed to beneficially own the reported securities.
( 9 )The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
( 10 )Pro-rata distribution by Eclipse Holdings to its limited partners.
( 11 )Pro-rata distribution by Eclipse Holdings to EnCap Fund VIII.
( 12 )Pro-rata distribution by Eclipse Holdings to EnCap Fund VIII Co-Invest.
( 13 )Pro-rata distribution by Eclipse Holdings to EnCap Fund IX.
( 14 )Sale in connection with the IPO.

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