Sec Form 4 Filing - Steward Roy @ Eclipse Resources Corp - 2018-08-31

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 Steward Roy 2. Issuer Name and Ticker or Trading Symbol Eclipse Resources Corp [ ECR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & Chief Accounting Officer (Last) (First) (Middle) 2121 OLD GATESBURG ROAD, SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2018 (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 08/31/2018 F 4,945 ( 1 ) D $ 1.4 272,093 D Common Stock 08/31/2018 M 51,287 A $ 0 ( 2 ) 323,380 D Common Stock 08/31/2018 F 14,837 ( 3 ) D $ 1.4 308,543 D Common Stock 08/31/2018 F 14,857 ( 4 ) D $ 1.4 293,686 D Common Stock 08/31/2018 M 77,035 A $ 0 ( 5 ) 370,721 D Common Stock 08/31/2018 F 22,286 ( 6 ) D $ 1.4 348,435 D Common Stock 08/31/2018 F 12,937 ( 7 ) D $ 1.4 335,498 D Common Stock 08/31/2018 M 44,719 A $ 0 ( 8 ) 380,217 D Common Stock 08/31/2018 F 12,937 ( 9 ) D $ 1.4 367,280 D

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 Performance Units ( 2 ) 08/31/2018 M 51,287 ( 2 ) ( 2 ) Common Stock 51,287 $ 0 0 D Performance Units ( 5 ) 08/31/2018 M 77,035 ( 5 ) ( 5 ) Common Stock 77,035 $ 0 0 D Performance Units ( 8 ) 08/31/2018 M 44,719 ( 8 ) ( 8 ) Common Stock 44,719 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Steward Roy 2121 OLD GATESBURG ROAD SUITE 110 STATE COLLEGE, PA16803 SVP & Chief Accounting Officer Signatures /s/ Christopher K. Hulburt, as Attorney-in-Fact 09/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units on August 31, 2018 for an award that the Reporting Person was granted on April 22, 2016. ( 2 )On April 22, 2016, the Reporting Person was granted 51,287 performance stock units with each unit representing the right to receive one share of the Issuer's common stock, all of which vested on August 31, 2018. ( 3 )Represents shares withheld to satisfy tax obligations upon the vesting of the performance stock units described in Footnote No. 2. ( 4 )Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units on August 31, 2018 for an award that the Reporting Person was granted on February 24, 2017. ( 5 )On February 24, 2017, the Reporting Person was granted 77,035 performance stock units with each unit representing the right to receive one share of the Issuer's common stock, all of which vested on August 31, 2018. ( 6 )Represents shares withheld to satisfy tax obligations upon the vesting of the performance stock units described in Footnote No. 5. ( 7 )Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units on August 31, 2018 for an award that the Reporting Person was granted on February 23, 2018. ( 8 )On February 23, 2018, the Reporting Person was granted 44,719 performance stock units with each unit representing the right to receive one share of the Issuer's common stock, all of which vested on August 31, 2018. ( 9 )Represents shares withheld to satisfy tax obligations upon the vesting of the performance stock units described in Footnote No. 8.

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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