Sec Form 4 Filing - REL US Centennial Holdings, LLC @ Centennial Resource Development, Inc. - 2016-12-28

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 REL US Centennial Holdings, LLC 2. Issuer Name and Ticker or Trading Symbol Centennial Resource Development, Inc. [ CDEV] 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) C/O RIVERSTONE HOLDINGS, 712 FIFTH AVENUE 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2016 (Street) NEW YORK, NY10019 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 Class A Common Stock 12/28/2016 A 3,473,590 A $ 14.54 104,858,590 I See footnote ( 1 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

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 Series B Preferred Stock ( 8 ) 12/28/2016 A 104,400 ( 8 ) ( 8 ) Class A Common Stock 26,100,000 $ 3,635 104,400 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REL US Centennial Holdings, LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY10019 X REL IP General Partner LP C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY10019 X REL IP General Partner Ltd C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY10019 X Riverstone Energy Ltd Investment Holdings, LP C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY10019 X Riverstone Holdings II (Cayman) Ltd. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY10019 X Riverstone VI Centennial QB Holdings, L.P. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY10019 X RIVERSTONE HOLDINGS LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY10019 X Silver Run Sponsor, LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY10019 X Silver Run Sponsor Manager, LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK, NY10019 X Signatures REL US Centennial Holdings, LLC by: REL IP General Partner LP, its managing member by: REL IP General Partner Limited, its general partner by: /s/ Thomas J. Walker, Director 12/30/2016 Signature of Reporting Person Date REL IP General Partner LP by: REL IP General Partner Limited, its general partner by: /s/ Thomas J. Walker, Managing Director 12/30/2016 Signature of Reporting Person Date REL IP General Partner Limited by: /s/ Thomas J. Walker, Director 12/30/2016 Signature of Reporting Person Date Riverstone Energy Limited Investment Holdings, LP by: Riverstone Holdings II (Cayman) Ltd., its general partner by: David M. Leuschen, Director by: /s/ Thomas J. Walker, attorney-in-fact 12/30/2016 Signature of Reporting Person Date Riverstone Holdings II (Cayman) Ltd. by: David M. Leuschen, Director by: /s/ Thomas J. Walker, attorney-in-fact 12/30/2016 Signature of Reporting Person Date Riverstone VI Centennial QB Holdings, L.P. by: Riverstone Energy Partners VI, L.P., its general partner by: Riverstone Energy GP VI, LLC, its general partner by: /s/ Thomas J. Walker, Managing Director 12/30/2016 Signature of Reporting Person Date Riverstone Holdings LLC by: Thomas J. Walker, Authorized Person 12/30/2016 Signature of Reporting Person Date Silver Run Sponsor, LLC by: Silver Run Sponsor Manager, LLC, its managing member by: Thomas J. Walker, Managing Director 12/30/2016 Signature of Reporting Person Date Silver Run Sponsor Manager, LLC by: Thomas J. Walker, Managing Director 12/30/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 750,421 shares held of record by REL US Centennial Holdings, LLC ("REL US"), 2,538,780 shares held of record by Riverstone VI Centennial QB Holdings, L.P. ("Riverstone QB Holdings"), and 184,389 shares held of record by Riverstone Non-ECI USRPI AIV, L.P. ("Riverstone Non-ECI") of Class A Common Stock. ( 2 )Includes 22,554 shares held of record by REL US, 76,304 shares held of record by Riverstone QB Holdings, and 5,542 shares held of record by Riverstone Non-ECI of Series B Preferred Stock. ( 3 )David Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC. Riverstone Holdings, LLC is the sole shareholder of Riverstone Energy GP VI Corp., which is the managing member of Riverstone Energy GP VI, LLC, which is the general partner of Riverstone Energy Partners VI, L.P., which is the general partner Riverstone QB Holdings. Riverstone Energy GP VI, LLC is managed by an eight person managing committee consisting of Pierre F. Lapeyre, Jr., David M. Leuschen, James T. Hackett, Michael B. Hoffman, N. John Lancaster, Andrew W. Ward, Mark G. Papa and, on a rotating basis, one of E. Bartow Jones, Baran Tekkora and Robert M. Tichio. ( 4 )(continued) The members of the managing committee of Riverstone Energy GP VI Corp., Riverstone Energy GP VI, LLC and Riverstone Energy Partners VI, L.P. may be deemed to share beneficial ownership of the securities held of record by Riverstone QB Holdings. 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. ( 5 )(continued) David Leuschen and Pierre F. Lapeyre, Jr. are the sole shareholders of Riverstone Holdings II (Cayman) Ltd. Riverstone Holdings II (Cayman) Ltd. is the general partner of Riverstone Energy Limited Investment Holdings, LP, which is the sole shareholder of REL IP General Partner Limited, which is the general partner of REL IP General Partner LP, which is the managing member of REL US. Each of Messrs. Leuschen and Lapeyre, Riverstone Holdings II (Cayman) Ltd., Riverstone Energy Limited Investment Holdings, LP, REL IP General Partner Limited and REL IP General Partner LP may be deemed to share beneficial ownership of the securities held of record by REL US. 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. ( 6 )(continued) Riverstone Non-ECI GP Ltd. is the sole member of Riverstone Non-ECI Cayman GP LLC, which is the general partner of Riverstone Non-ECI Partners GP (Cayman), L.P. which is the sole member of Riverstone Non-ECI USRPI AIV GP, L.L.C. which is the general partner of Riverstone Non-ECI. Riverstone Non-ECI GP Ltd. is managed by Mr. Leuschen and Mr. Lapeyre. As such, each of Messrs. Leuschen and Lapeyre, Riverstone Non-ECI GP Ltd., Riverstone Non-ECI Cayman GP LLC Riverstone Non-ECI Partners GP (Cayman), L.P. and Riverstone Non-ECI USRPI AIV GP, L.L.C. may be deemed to share beneficial ownership of the securities held of record by Riverstone Non-ECI. 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 benefici al owner of the securities for purposes of Section 16 or for any other purpose. ( 7 )Silver Run Manager is the managing member of Silver Run Sponsor. Riverstone Holdings is the managing member of Silver Run Manager. Mr. Leuschen and Mr. Lapeyre are the managing directors of Riverstone Holdings and have or share voting and investment discretion with respect to the securities held of record by Silver Run Sponsor. As such, each of Silver Run Manager, Riverstone Holdings, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Silver Run Sponsor. Each such entity or person disclaims any such beneficial ownership of such securities. ( 8 )The Series B Preferred Stock has no expiration date and will automatically convert into shares of Class A Common Stock on a 250-to-1 basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like) upon receipt by the Issuer of stockholder approval for the issuance of the shares of Class A Common Stock issuable upon conversion of the Series B Preferred Stock.

Remarks: Due to the limitations of the electronic filing system, each of the Riverstone Non-ECI USRPI AIV, L.P.; Riverstone Non-ECI USRPI AIV GP, L.L.C.; Riverstone Non-ECI Partners GP (Cayman), L.P.; Riverstone Non-ECI GP Cayman LLC; Riverstone Non-ECI GP Ltd.; Riverstone Energy Partners VI, L.P.; Riverstone Energy GP VI, LLC; Riverstone Energy GP VI Corp; David M. Leuschen, and Pierre F. Lapeyre Jr. are filing a separate Form 4.

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).

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