Sec Form 4 Filing - WHR Holdings, LLC @ WildHorse Resource Development Corp - 2019-02-01

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 WHR 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) 5221 N. O'CONNOR BLVD., SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2019 (Street) IRVING, TX75039 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 02/01/2019 D 2,563,266 D 0 ( 3 ) ( 4 ) ( 5 ) ( 6 ) D ( 3 ) ( 4 ) ( 5 ) ( 6 )

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 WHR Holdings, LLC 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X WildHorse Investment Holdings, LLC 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X NGP X US Holdings LP 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X NGP X Holdings GP, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X NGP Natural Resources X, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X G.F.W. Energy X, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X GFW X, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X NGP Energy Capital Management, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X Signatures /s/ Tony R. Weber, Authorized Person of WHR Holdings, LLC 02/05/2019 Signature of Reporting Person Date /s/ Tony R. Weber, Authorized Person of WildHorse Investment Holdings, LLC 02/05/2019 Signature of Reporting Person Date /s/ Tony R. Weber, Authorized Person of NGP X Holdings GP, L.L.C. the general partner of NGP X US Holdings, L.P. 02/05/2019 Signature of Reporting Person Date /s/ Tony R. Weber, Authorized Person NGP X Holdings GP, L.L.C. 02/05/2019 Signature of Reporting Person Date /s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P., the general partner of NGP Natural Resources X, L.P. 02/05/2019 Signature of Reporting Person Date /s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P. 02/05/2019 Signature of Reporting Person Date /s/ Tony R. Weber, Authorized Member of GFW X, L.L.C. 02/05/2019 Signature of Reporting Person Date /s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C. 02/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 1, 2019, pursuant to the Agreement and Plan of Merger dated as of October 29, 2018 (the "Merger Agreement"), by and among WildHorse Resource Development Corporation (the "Company"), Chesapeake Energy Corporation ("Chesapeake") and Coleburn Inc. ("Merger Sub"), as amended, Merger Sub merged with an into the Company (the "Merger"), with the Company surviving the Merger and continuing as a wholly-owned subsidiary of Chesapeake. ( 2 )Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding prior to the effective time of the Merger owned by the Reporting Person was converted at such time into the right to receive either (i) 5.336 shares of Chesapeake common stock and $3.00 in cash, or (ii) 5.989 shares of Chesapeake common stock, in each case, with cash in lieu for any fractional shares. The closing price per share of Chesapeake common stock on the day prior to the effective date of the Merger was $2.85. ( 3 )This form is jointly filed by WHR Holdings, LLC ("WildHorse Holdings"), WildHorse Investment Holdings, LLC ("WildHorse Investment Holdings"), NGP X US Holdings, L.P. ("NGP X US Holdings"), NGP X Holdings GP, L.L.C. ("NGP X Holdings GP"), NGP Natural Resources X, L.P. ("NGP X"), G.F.W. Energy X, L.P. ("GFW X"), GFW X, L.L.C. ("GFW X GP") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). WildHorse Investment Holdings owns 100% of the capital interests in WildHorse Holdings and NGP X US Holdings owns 90.3% of WildHorse Investment Holdings, and certain members of the Company's management team own the remaining 9.7%. As a result, NGP X US Holdings may be deemed to indirectly beneficially own the shares held by WildHorse Holdings. NGP X US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. ( 4 )(Continued from Footnote 3) NGP X Holdings GP (the sole general partner of NGP X US Holdings), NGP X (the sole member of NGP X Holdings GP), GFW X (the sole general partner of NGP X) and GFW X GP (the sole general partner of GFW X) 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 X GP has delegated full power and authority to manage NGP X 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 WildHorse Investment Holdings, NGP X US Holdings, NGP X Holdings GP, NGP X, GFW X, GFW X GP and NGP ECM disclaims beneficial ownership of the reported securities in excess of its pecuniary interest therein. ( 5 )Prior to the effective time of the Merger, WildHorse Holdings was party to a Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which, each of the parties thereto agreed, among other things, to cause the shares of Company common stock and any equity securities of the Company held by such party to be voted for the individuals properly designated by the parties to the Stockholders' Agreement for election to the Company's board of directors. As a result, the parties thereto may have been deemed to be members of a group holding over 10% of the outstanding common stock of the Company (the "Group") for the purposes of Section 13(d)(3) of the Exchange Act of 1934, as amended (the "Exchange Act"). ( 6 )WildHorse Holdings disclaims beneficial ownership of the shares of Company 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 WildHorse Holdings is or was the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks: Prior to the effective time of the Merger, WildHorse Holdings had the right to designate members of the Company's board of directors pursuant to the Stockholders' Agreement. Therefore, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, WildHorse Holdings may be deemed to be a director by deputization.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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