Sec Form 4 Filing - Wallace Family Partnership, LP @ RSP Permian, Inc. - 2018-03-29

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
Wallace Family Partnership, LP
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)
508 W. WALL STREET, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
03/29/2018
(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 03/29/2018 S 62,500 D $ 46.81 ( 1 ) ( 2 ) 8,064,126 I See Note ( 3 )
Common Stock 27,781 I See Note ( 4 )
Common Stock 82,109 I See Note ( 5 )
Common Stock 2,166,152 I See Note ( 6 )
Common Stock 500 I See Note ( 7 )
Common Stock 300 I See Note ( 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) 3 A. 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 Family Partnership, LP
508 W. WALL STREET, SUITE 1200
MIDLAND, TX79701
X Director by deputization
Michael Wallace Management, LLC
508 W. WALL STREET, SUITE 1200
MIDLAND, TX79701
X
Wallace Michael W.
3141 HOOD STREET, STE 500
DALLAS, TX75219
X X
Wallace Leslyn M.
508 W. WALL STREET, SUITE 1200
MIDLAND, TX79701
X
Signatures
/s/ James E. Mutrie, attorney-in-fact for Wallace Family Partnership, LP 04/02/2018
Signature of Reporting Person Date
/s/ James E. Mutrie, attorney-in-fact for Michael Wallace Management, LLC 04/02/2018
Signature of Reporting Person Date
/s/ James E. Mutrie, attorney-in-fact for Michael W. Wallace 04/02/2018
Signature of Reporting Person Date
/s/ James E. Mutrie, attorney-in-fact for Leslyn M. Wallace 04/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 29, 2018, pursuant to a plan of disposition adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plan"), Wallace Family Partnership, LP ("Wallace LP") sold 62,500 shares in multiple trades at prices ranging from $46.45 to $47.09. The price reported above reflects the weighted average sale price. Wallace LP hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
( 2 )The first sale under the 10b5-1 Plan was on January 11, 2018. No more than 250,000 shares may be sold in the aggregate under the 10b5-1 Plan. The 10b5-1 Plan terminates no later than July 3, 2018, regardless of whether the maximum of 250,000 shares in the aggregate have been sold.
( 3 )These securities are held by 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. 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. and Mrs. Wallace disclaim beneficial ownership of the reported securities of Wallace LP except to the extent of his or her pecuniary interest therein.
( 4 )These securities are held of record by Michael W. Wallace. Leslyn M. Wallace, Mr. Wallace's spouse, disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
( 5 )These securities are held of record by Mrs. Wallace. Mr. Wallace disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 6 )These securities are held of record by Collins & Wallace Holdings, LLC. The Estate of 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, The Estate of Ted Collins, Jr. 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. and Mrs. Wallace disclaim beneficial ownership of the reported securities except to the extent of his or her pecuniary interest therein.
( 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 except to the extent of his pecuniary interest therein.
( 8 )These securities are held by a member of Mr. and Mrs. Wallace's immediate family sharing the same household. Mr. and Mrs. Wallace disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.

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