Sec Form 4 Filing - Esquisto Holdings, LLC @ WildHorse Resource Development Corp - 2016-12-19

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
Esquisto Holdings, LLC
2. Issuer Name and Ticker or Trading Symbol
WildHorse Resource Development Corp [ WRD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9805 KATY FREEWAY, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
12/19/2016
(Street)
HOUSTON, TX77024
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, par value $0.01 per share 12/19/2016 A 38,755,330 ( 1 ) A 38,755,330 ( 2 ) ( 3 ) ( 4 ) ( 5 ) D ( 2 ) ( 3 ) ( 4 ) ( 5 )
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
Esquisto Holdings, LLC
9805 KATY FREEWAY, SUITE 400
HOUSTON, TX77024
X X
Esquisto Investment Holdings, LLC
9805 KATY FREEWAY, SUITE 400
HOUSTON, TX77024
X
NGP IX US Holdings, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX75039
X
NGP IX Holdings GP, L.L.C.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX75039
X
Natural Gas Partners IX, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX75039
X
G.F.W. ENERGY IX, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX75039
X
GFW IX, L.L.C.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX75039
X
NGP Energy Capital Management, L.L.C.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX75039
X
Signatures
/s/ Tony R. Weber, Authorized Person of Esquisto Holdings, LLC 12/19/2016
Signature of Reporting Person Date
/s/ Richard D. Brannon, Authorized Person of Esquisto Investment Holdings, LLC 12/19/2016
Signature of Reporting Person Date
/s/ Tony R. Weber, Authorized Person of NGP IX Holdings GP, LLC, the general partner of NGP IX US Holdings, LP 12/19/2016
Signature of Reporting Person Date
/s/ Tony R. Weber, Authorized Person of NGP IX Holdings GP, LLC 12/19/2016
Signature of Reporting Person Date
/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P., the general partner of Natural Gas Partners IX, L.P. 12/19/2016
Signature of Reporting Person Date
/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P. 12/19/2016
Signature of Reporting Person Date
/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C. 12/19/2016
Signature of Reporting Person Date
/s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C. 12/19/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 12, 2016, Esquisto Holdings, LLC ("Esquisto Holdings") entered into the Master Contribution Agreement (the "Master Contribution Agreement"), pursuant to which, immediately prior to the closing of WildHorse Resource Development Corporation's (the "Issuer") initial public offering, certain of the parties thereto, including Esquisto Holdings, contributed their membership interest in certain entities to the Issuer in exchange for shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"). Pursuant to the Master Contribution Agreement, Esquisto Holdings received 38,755,330 shares of Common Stock.
( 2 )This form is jointly filed by Esquisto Holdings, Esquisto Investment Holdings, LLC ("Esquisto Investment Holdings"), NGP IX US Holdings, LP ("NGP IX US Holdings"), NGP IX Holdings GP, LLC ("NGP IX Holdings GP"), NGP Natural Resources IX, L.P. ("NGP Natural Resources IX"), G.F.W. Energy IX, L.P. ("GFW Energy IX"), GFW IX, L.L.C. ("GFW IX") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). Esquisto Investment Holdings owns 100% of the capital interests in Esquisto Holdings, and NGP IX US Holdings has shared rights to appoint a majority of the board of managers of Esquisto Investment Holdings. As a result, NGP IX US Holdings may be deemed to indirectly beneficially own the shares held by Esquisto Holdings. NGP IX US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
( 3 )(Continued from Footnote 2) NGP IX Holdings GP (the sole general partner of NGP IX US Holdings), NGP Natural Resources IX (the sole member of NGP IX Holdings GP), G.F.W. Energy IX (the sole general partner of NGP Natural Resources IX) and GFW IX (the sole general partner of GFW Energy IX) may each be deemed to share voting and dispositive power over the reported shares and therefore may also be deemed to be the beneficial owner of these shares. GFW IX, has delegated full power and authority to manage NGP IX US Holdings to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares. Each of Esquisto Investment Holdings, NGP IX US Holdings, NGP IX Holdings GP, NGP Natural Resources IX, GFW Energy IX, GFW IX and NGP ECM disclaims beneficial ownership of the reported securities in excess of its pecuniary interest therein.
( 4 )On December 19, 2016, Esquisto Holdings entered into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which, each of the parties thereto agreed, among other things, to cause the shares of Common Stock and any equity securities of the Issuer held by such party to be voted for the individuals properly designated by the parties to the Stockholders' Agreement for election to the Issuer's board of directors. As a result, the parties thereto may be deemed to be members of a group holding over 10% of the outstanding Common Stock of the Issuer (the "Group") for the purposes of Section 13(d)(3) of the Exchange Act of 1934, as amended (the "Exchange Act").
( 5 )Esquisto Holdings disclaims beneficial ownership of the shares of Common Stock held by the members of the Group, except to the extent of its pecuniary interest therein, and this statement shall not be construed as an admission that Esquisto Holdings is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Esquisto Holdings may be deemed to be a director by deputization by virtue of the right of it to designate members of the Issuer's board of directors pursuant to the Stockholders' Agreement.

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