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Filing Details

Accession Number:: 0001209191-15-035232
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-04-20 18:49:40
Reporting Period:: 2015-04-16

Filing Date:: 2015-04-20
Accepted Time:: 2015-04-20 18:49:40
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1521847	Memorial Production Partners Lp	MEMP	Crude Petroleum & Natural Gas (1311)	900726667

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1377291	Natural Gas Partners Viii, L.p.	5221 N. O?Connor Blvd., Suite 1100 Irving TX 75039	No	No	No	Yes
1408123	Natural Gas Partners Ix, L.p.	5221 N. O?Connor Blvd., Suite 1100 Irving TX 75039	No	No	No	Yes
1471812	Ngp Energy Capital Management, L.l.c.	5221 N. O?Connor Blvd., Suite 1100 Irving TX 75039	No	No	No	Yes
1527914	G.f.w. Energy Viii, L.p.	5221 N. O?Connor Blvd., Suite 1100 Irving TX 75039	No	No	No	Yes
1541519	G.f.w. Energy Ix, L.p.	5221 N. O?Connor Blvd., Suite 1100 Irving TX 75039	No	No	No	Yes
1592748	Ngp Ix Offshore Holdings, L.p.	5221 N. O?Connor Blvd., Suite 1100 Irving TX 75039	No	No	No	Yes
1597404	Gfw Ix, L.l.c.	5221 N. O?Connor Blvd., Suite 1100 Irving TX 75039	No	No	No	Yes
1609238	Mrd Holdco Llc	500 Dallas Street, Suite 1800 Houston TX 77002	No	No	No	Yes
1610737	Gfw Viii, L.l.c.	5221 N. O?Connor Blvd., Suite 1100 Irving TX 75039	No	No	No	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Units Representing Limited Partner Interests	Disposition	2015-04-16	152,130	$17.19	547,119	No	4	S	Direct
Common Units Representing Limited Partner Interests	Disposition	2015-04-17	236,927	$16.99	310,192	No	4	S	Direct
Common Units Representing Limited Partner Interests	Disposition	2015-04-20	30,493	$17.00	279,699	No	4	S	Direct
Common Units Representing Limited Partner Interests	Disposition	2015-04-20	89,185	$17.18	190,514	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Footnotes

This transaction was executed in multiple trades at prices ranging from $17.03 to $17.35. The price reported above reflects the weighted average sales price rounded to the nearest cent. The reporting persons hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected.
This transaction was executed in multiple trades at prices ranging from $16.80 to $17.10. The price reported above reflects the weighted average sales price rounded to the nearest cent. The reporting persons hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected.
This transaction was executed in multiple trades at prices ranging from $16.92 to $17.09. The price reported above reflects the weighted average sales price rounded to the nearest cent. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected.
This transaction was executed in multiple trades at prices ranging from $17.09 to $17.27. The price reported above reflects the weighted average sales price rounded to the nearest cent. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected.
This form is jointly filed by MRD Holdco LLC ("MRD Holdco"), Natural Gas Partners VIII, L.P. ("NGP VIII"), Natural Gas Partners IX, L.P. ("NGP IX"), NGP IX Offshore Holdings, L.P. ("NGP IX Offshore"), GFW VIII, L.L.C. ("GFW VIII"), G.F.W. Energy VIII, L.P. ("GFW Energy VIII"), GFW IX, L.L.C. ("GFW IX"), G.F.W. Energy IX, L.P. ("GFW Energy IX") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). NGP VIII, NGP IX and NGP IX Offshore own a controlling interest in MRD Holdco. GFW VIII is the sole general partner of GFW Energy VIII, which is the general partner of NGP VIII, and GFW IX is the sole general partner of GFW Energy IX, which is the general partner of NGP IX and NGP IX Offshore. Accordingly, each of MRD Holdco, NGP VIII, NGP IX, NGP IX Offshore, GFW VIII, GFW Energy VIII, GFW IX and GFW Energy IX may be deemed to share voting and dispositive power over the reported securities, and as a result may also be deemed to be the beneficial owners of these securities.
(Continued from footnote 4) GFW VIII has delegated full power and authority to manage NGP VIII, and GFW IX has delegated full power and authority to manage NGP IX and NGP IX Offshore, respectively, to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over these securities, and as result may be deemed to beneficially own these reported securities. MRD Holdco, NGP VIII, NGP IX, NGP IX Offshore, GFW VIII, GFW Energy VIII, GFW IX, GFW Energy IX and NGP ECM each disclaim beneficial ownership of the reported securities in excess of such entity's pecuniary interest in the securities. This report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.