Sec Form 4/A Filing - Production Opportunities II, L.P. @ RSP Permian, Inc. - 2015-03-23

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 Production Opportunities II, L.P. 2. Issuer Name and Ticker or Trading Symbol RSP Permian, Inc. [ RSPP] 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) 5221 N. O'CONNOR BLVD., SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2015 (Street) IRVING, TX75039 4. If Amendment, Date Original Filed (MM/DD/YY) 03/25/2015 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 03/23/2015 S( 1 ) 1,373,846 D $ 25.65 4,568,027 I See Footnotes ( 2 ) ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Production Opportunities II, 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 G.F.W. ENERGY IX, 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 NGP Energy Capital Management, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING, TX75039 Director by Deputization Signatures /s/ James E. Mutrie, attorney-in-fact for Production Opportunities II, L.P. 05/22/2015 Signature of Reporting Person Date /s/ James E. Mutrie, attorney-in-fact for the general partner of the general partner of Natural Gas Partners IX, L.P. 05/22/2015 Signature of Reporting Person Date /s/ James E. Mutrie, attorney-in-fact for the general partner of the general partner of NGP IX Offshore Holdings, L.P. 05/22/2015 Signature of Reporting Person Date /s/ James E. Mutrie, attorney-in-fact for the general partner of G.F.W. Energy IX, L.P. 05/22/2015 Signature of Reporting Person Date /s/ James E. Mutrie, attorney-in-fact for GFW IX, L.L.C. 05/22/2015 Signature of Reporting Person Date /s/ James E. Mutrie, attorney-in-fact for NGP Energy Capital Management, L.L.C. 05/22/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In an underwritten public offering of RSP Permian, Inc.'s ("RSP") common stock, par value $0.01 per share ("common stock"), by RSP, Production Opportunities II, L.P. ("Production Opportunities") and certain other stockholders of RSP, Production Opportunities sold 1,373,846 shares of common stock. ( 2 )Held directly by Production Opportunities. ( 3 )This form is jointly filed by 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"). Production Opportunities has the right pursuant to a Stockholders' Agreement to designate one nominee to the Board of Directors of RSP, which nominee is David R. Albin. GFW IX is the general partner of GFW Energy, which is the general partner of each of NGP IX and NGP Offshore, which jointly own Production Opportunities. ( 4 )GFW IX has delegated full power and authority to manage NGP IX and NGP Offshore to NGP ECM. Accordingly, each of NGP ECM, GFW IX, GFW Energy, NGP IX and NGP Offshore may be deemed to share voting and dispositive power over the reported securities and, as a result, may be deemed to beneficially own the reported securities. Each of NGP ECM, GFW IX, GFW Energy, NGP IX and NGP Offshore disclaim beneficial ownership of the reported securities in excess of their respective pecuniary interests therein.

Remarks: The Reporting Persons' Form 5, filed with the Securities and Exchange Commission (''SEC'') on February 13, 2015, and Form 4, filed with the SEC on March 25, 2015, inadvertently failed to note the ''Director by Deputization'' status of the Reporting Persons.

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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