Sec Form 4 Filing - MRD Holdco LLC @ Memorial Production Partners LP - 2015-02-13

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person MRD Holdco 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 _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by Deputization (Last) (First) (Middle) 500 DALLAS STREET, SUITE 1800 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2015 (Street) HOUSTON, TX77002 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 units representing limited partner interests 02/13/2015 M( 1 ) 5,360,912 A $ 0 5,360,912 D ( 3 ) ( 4 ) Common units representing limited partner interests 04/14/2015 S( 2 ) 4,661,663 ( 2 ) D $ 16.6 699,249 ( 2 ) D ( 3 ) ( 4 )

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 Subordinated units representing ltd. partnership interests ( 1 ) 02/13/2015 M( 1 ) 5,360,912 ( 1 ) ( 1 ) Common Units 5,360,912 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MRD Holdco LLC 500 DALLAS STREET, SUITE 1800 HOUSTON, TX77002 Director by Deputization Natural Gas Partners VIII, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 Director by Deputization Natural Gas Partners IX, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 Director by Deputization NGP IX Offshore Holdings, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 Director by Deputization GFW VIII, L.L.C. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 Director by Deputization G.F.W. Energy VIII, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 Director by Deputization GFW IX, L.L.C. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 Director by Deputization G.F.W. ENERGY IX, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 Director by Deputization NGP Energy Capital Management, L.L.C. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 Director by Deputization Signatures By: /s/ Kyle N. Roane, Kyle N. Roane, Vice President, General Counsel & Corporate Secretary of MRD Holdco LLC 04/16/2015 Signature of Reporting Person Date By: /s/ Kenneth A. Hersh, 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. 04/16/2015 Signature of Reporting Person Date By: /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member of GFW VIII, L.L.C., general partner of G.F.W. Energy VIII, L.P. 04/16/2015 Signature of Reporting Person Date By: /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member of GFW VIII, L.L.C. 04/16/2015 Signature of Reporting Person Date By: /s/ Kenneth A. Hersh, 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. 04/16/2015 Signature of Reporting Person Date By: /s/ Kenneth A. Hersh, 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. 04/16/2015 Signature of Reporting Person Date By: /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C., general partner of G.F.W. Energy IX, L.P. 04/16/2015 Signature of Reporting Person Date By: /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C. 04/16/2015 Signature of Reporting Person Date By: /s/ Kenneth A. Hersh, Kenneth A. Hersh, Chief Executive Officer of NGP Energy Capital Management, L.L.C. 04/16/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the automatic conversion of the 5,360,912 subordinated units into common units on a one-for-one basis effective as of February 13, 2015 (at the end of the subordination period, as defined in and in accordance with the Issuer's partnership agreement). ( 2 )Pursuant to that certain Underwriting Agreement entered into among the Issuer, Memorial Production Partners GP LLC, Memorial Production Operating LLC and MRD Holdco LLC ("MRD Holdco") and the underwriters party thereto (the "Underwriters"), MRD Holdco sold 4,661,663 common units to the Underwriters on April 14, 2015. ( 3 )This form is jointly filed by MRD Holdco, Natural Gas Partners VIII, L.P. ("NGP VIII"), Natural Gas Partners IX, L.P. ("NGP IX") and NGP IX Offshore Holdings, L.P. ("NGP IX Offshore" and together with NGP VIII and NGP IX, the "Funds"), 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, ( 4 )(Continued from Footnote 3) and as a result may also be deemed to be the beneficial owners of these securities. 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.

Remarks: On June 4, 2014, (i) the Funds contributed all of their interests in Memorial Resource Development LLC ("MRD LLC") to MRD Holdco, after which MRD Holdco owned 100% of MRD LLC, and (ii) MRD LLC distributed certain assets, including the 5,360,912 subordinated units reflected in Table II that converted into the 5,360,912 common units reflected in Table I, to MRD Holdco. Each of MRD LLC and MRD Holdco were or are owned in the same percentage by each Fund and there were no changes to any of the Funds' pecuniary interest in the reported securities as a result of the transactions described in (i) and (ii).MRD Holdco controls the voting power of over 50% of the outstanding shares of common stock of, and has the right to appoint up to three of the directors of the Board of Directors of, Memorial Resource Development Corp. ("Memorial Resource"). Memorial Resource controls Memorial Production Partners GP LLC, the general partner of the Issuer, and has the right to appoint all of the directors of the Board of Directors of Memorial Production Partners GP LLC. Therefore, MRD Holdco 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.