Sec Form 4 Filing - Silver Run Sponsor, LLC @ Silver Run Acquisition Corp - 2016-02-23

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 Silver Run Sponsor, LLC 2. Issuer Name and Ticker or Trading Symbol Silver Run Acquisition Corp [ SRAQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1000 LOUISIANA STREET, SUITE 1450, C/O RIVERSTONE EQUITY 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2016 (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

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 Class B Common Stock ( 1 ) 02/23/2016 J( 2 ) 1,437,500 ( 1 ) ( 1 ) Class A Common Stock 1,437,500 $ 0 12,817,500 ( 3 ) I See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Silver Run Sponsor, LLC 1000 LOUISIANA STREET, SUITE 1450 C/O RIVERSTONE EQUITY HOUSTON, TX77002 X Silver Run Sponsor Manager, LLC C/O SILVER RUN ACQUISITION CORPORATION 1000 LOUISIANA STREET, SUITE 1450 HOUSTON, TX77002 X RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE 36TH FLOOR NEW YORK, NY10019 X LEUSCHEN DAVID M X LAPEYRE PIERRE F JR C/O RIVERSTONE 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY10019 X Signatures SILVER RUN SPONSOR, LLC by: Silver Run Sponsor Manager, LLC, its managing member, by: /s/ Thomas J. Walker, Managing Director 02/25/2016 Signature of Reporting Person Date SILVER RUN SPONSOR MANAGER, LLC by: /s/ Thomas J. Walker, Managing Director 02/25/2016 Signature of Reporting Person Date RIVERSTONE HOLDINGS LLC by: /s/ Thomas J. Walker, Authorized Person 02/25/2016 Signature of Reporting Person Date DAVID M. LEUSCHEN, by: /s/ Thomas J. Walker, attorney-in-fact 02/25/2016 Signature of Reporting Person Date PIERRE F. LAPEYRE, JR., by: /s/ Thomas J. Walker, attorney-in-fact 02/25/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B Common Stock is convertible for the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and has no expiration date. ( 2 )On February 23, 2016, the Issuer effected a dividend of Class B common stock. The dividend was issued for the express purpose of maintaining the Class B common stock holders' collective ownership of 20% of thie Issuer's outstanding shares. ( 3 )Includes 1,687,500 shares of Class B Common Stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering of common stock do not exercise their over-allotment option in full. ( 4 )Silver Run Sponsor, LLC is the record holder of the securities reported herein. Silver Run Sponsor Manager, LLC is the managing member of Silver Run Sponsor, LLC. Riverstone Holdings LLC is the managing member of Silver Run Sponsor Manager, LLC. David Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC and have or share voting and investment discretion with respect to the securities held of record by Silver Run Sponsor, LLC. As such, each of Silver Run Sponsor Manager, LLC, Riverstone Holdings LLC, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the common stock held directly by Silver Run Sponsor, LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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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