UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

 

Centennial Resource Development, Inc.

(Name of Issuer)

 

 

 

Class A Common Stock

(Title of Class of Securities)

 

 

 

15136A102

(CUSIP Number)

 

 

 

Dianna Rosser Aprile

c/o Riverstone Holdings LLC

712 Fifth Avenue, 36th Floor

New York, NY 10019

(212) 993-0076

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

 

 

May 22, 2020

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 


*                 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Silver Run Sponsor, LLC

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

14,692,233

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

14,692,233

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,692,233

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

5.3%

14

Type of Reporting Person

 

OO (Delaware limited liability company)

 

2


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Silver Run Sponsor Manager, LLC

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

14,692,233

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

14,692,233

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,692,233

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

5.3%

14

Type of Reporting Person

 

OO (Delaware limited liability company)

 

3


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

REL US Centennial Holdings, LLC

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

15,179,971

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

15,179,971

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,179,971

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

5.5%

14

Type of Reporting Person

 

OO (Delaware limited liability company)

 

4


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

REL IP General Partner LP

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

15,179,971

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

15,179,971

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,179,971

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

5.5%

14

Type of Reporting Person

 

PN

 

5


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

REL IP General Partner Limited

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

15,179,971

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

15,179,971

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,179,971

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

5.5%

14

Type of Reporting Person

 

CO

 

6


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Riverstone Energy Limited Investment Holdings, LP

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

15,179,971

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

15,179,971

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,179,971

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

5.5%

14

Type of Reporting Person

 

PN

 

7


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Riverstone Holdings II (Cayman) Limited

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

15,179,971

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

15,179,971

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,179,971

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

5.5%

14

Type of Reporting Person

 

CO

 

8


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Riverstone Non-ECI USRPI AIV, L.P.

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

6,231,914

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

6,231,914

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,231,914

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

2.2%

14

Type of Reporting Person

 

PN

 

9


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Riverstone Non-ECI USRPI AIV GP, L.L.C.

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

6,231,914

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

6,231,914

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,231,914

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

2.2%

14

Type of Reporting Person

 

OO (Delaware limited liability company)

 

10


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Riverstone Non-ECI Partners GP (Cayman), L.P.

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

6,231,914

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

6,231,914

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,231,914

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

2.2%

14

Type of Reporting Person

 

PN

 

11


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Riverstone Non-ECI GP Cayman LLC

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

6,231,914

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

6,231,914

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,231,914

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

2.2%

14

Type of Reporting Person

 

OO (Delaware limited liability company)

 

12


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Riverstone Non-ECI GP Ltd.

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

6,231,914

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

6,231,914

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,231,914

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

2.2%

14

Type of Reporting Person

 

CO

 

13


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Riverstone VI Centennial QB Holdings, L.P.

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

62,022,325

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

62,022,325

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

62,022,325

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

22.4%

14

Type of Reporting Person

 

PN

 

14


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Riverstone Energy Partners VI, L.P.

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

62,022,325

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

62,022,325

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

62,022,325

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

22.4%

14

Type of Reporting Person

 

PN

 

15


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Riverstone Energy GP VI, LLC

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

62,022,325

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

62,022,325

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

62,022,325

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

22.4%

14

Type of Reporting Person

 

OO (Delaware limited liability company)

 

16


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Riverstone Energy GP VI Corp.

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

62,022,325

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

62,022,325

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

62,022,325

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

22.4%

14

Type of Reporting Person

 

CO

 

17


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Riverstone Holdings, LLC

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

76,714,558

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

76,714,558

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

76,714,558

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

27.7%

14

Type of Reporting Person

 

OO (Delaware limited liability company)

 

18


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Riverstone/Gower Mgmt Co Holdings, L.P.

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

91,894,529

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

91,894,529

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

91,894,529

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

33.2%

14

Type of Reporting Person

 

PN

 

19


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Riverstone Management Group, L.L.C.

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

91,894,529

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

91,894,529

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

91,894,529

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

33.2%

14

Type of Reporting Person

 

OO (Delaware limited liability company)

 

20


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

David M. Leuschen

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

98,126,443

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

98,126,443

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

98,126,443

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

35.4%

14

Type of Reporting Person

 

IN

 

21


 

CUSIP No. 15136A102

 

1

Name of Reporting Person

 

Pierre F. Lapeyre

2

Check the Appropriate Box if a Member of a Group

 

(A): o

(B): o

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

o

6

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially
Owned by Each
Reporting Person
with

7

Sole Voting Power

 

0

8

Shared Voting Power

 

98,126,443

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

98,126,443

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

98,126,443

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

o

13

Percent of Class Represented by Amount in Row (11)

 

35.4%

14

Type of Reporting Person

 

IN

 

22


 

Explanatory Note

 

This Amendment No. 10 to Schedule 13D (this “Amendment No. 10”) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on October 21, 2016 (as amended to date, the “Statement”), relating to the Class A Common Stock (the “Class A Common Stock”) of Centennial Resource Development, Inc. (formerly known as Silver Run Acquisition Corporation) (the “Issuer”).  Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

 

Item 3.                                 Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 3:

 

On May 22, 2020, Riverstone Non-ECI and Riverstone QB Holdings purchased 3,534,233 shares of Class A Common Stock of the Issuer through an open market purchase.  The purchase was funded from the general working capital of the Reporting Persons.

 

Item 4.                                 Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4:

 

The Reporting Persons acquired the securities described in this Amendment No. 10 for investment purposes and they intend to review their investments in the Issuer on a continuing basis.

 

Item 5.   Interest in Securities of the Issuer.

 

Item 5(a) — (b) of the Schedule 13D is hereby amended and restated as follows:

 

The following sets forth, as of the date hereof, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 277,082,141 shares of Class A Common Stock outstanding as of April 30, 2020, and assumes the exercise of all warrants to purchase Class A Common Stock beneficially owned by the Reporting Persons.

 

Reporting Person

 

Amount
beneficially
owned

 

Percent of
class

 

Sole power to
vote or direct
the vote

 

Shared
powerto vote
or direct the
vote

 

Sole power
to dispose or
direct the
disposition

 

Shared
power to
dispose or
direct the
disposition

Silver Run Sponsor, LLC

 

14,692,233

 

5.3%

 

0

 

14,692,233

 

0

 

14,692,233

Silver Run Sponsor Manager, LLC

 

14,692,233

 

5.3%

 

0

 

14,692,233

 

0

 

14,692,233

REL US Centennial Holdings, LLC

 

15,179,971

 

5.5%

 

0

 

15,179,971

 

0

 

15,179,971

REL IP General Partner LP

 

15,179,971

 

5.5%

 

0

 

15,179,971

 

0

 

15,179,971

REL IP General Partner Limited

 

15,179,971

 

5.5%

 

0

 

15,179,971

 

0

 

15,179,971

Riverstone Energy Limited Investment Holdings, LP

 

15,179,971

 

5.5%

 

0

 

15,179,971

 

0

 

15,179,971

Riverstone Holdings II (Cayman) Ltd.

 

15,179,971

 

5.5%

 

0

 

15,179,971

 

0

 

15,179,971

Riverstone Non-ECI USRPI AIV, L.P.

 

6,231,914

 

2.2%

 

0

 

6,231,914

 

0

 

6,231,914

Riverstone Non-ECI USRPI AIV GP, L.L.C.

 

6,231,914

 

2.2%

 

0

 

6,231,914

 

0

 

6,231,914

Riverstone Non-ECI Partners GP (Cayman), L.P.

 

6,231,914

 

2.2%

 

0

 

6,231,914

 

0

 

6,231,914

Riverstone Non-ECI GP Cayman LLC

 

6,231,914

 

2.2%

 

0

 

6,231,914

 

0

 

6,231,914

Riverstone Non-ECI GP Ltd.

 

6,231,914

 

2.2%

 

0

 

6,231,914

 

0

 

6,231,914

Riverstone VI Centennial QB Holdings, L.P.

 

62,022,325

 

22.4%

 

0

 

62,022,325

 

0

 

62,022,325

 

23


 

Reporting Person

 

Amount
beneficially
owned

 

Percent of
class

 

Sole power to
vote or direct
the vote

 

Shared
powerto vote
or direct the
vote

 

Sole power
to dispose or
direct the
disposition

 

Shared
power to
dispose or
direct the
disposition

Riverstone Energy Partners VI, L.P.

 

62,022,325

 

22.4%

 

0

 

62,022,325

 

0

 

62,022,325

Riverstone Energy GP VI, LLC

 

62,022,325

 

22.4%

 

0

 

62,022,325

 

0

 

62,022,325

Riverstone Energy GP VI Corp

 

62,022,325

 

22.4%

 

0

 

62,022,325

 

0

 

62,022,325

Riverstone Holdings LLC

 

76,714,558

 

27.7%

 

0

 

76,714,558

 

0

 

76,714,558

Riverstone/Gower Mgmt Co Holdings, L.P.

 

91,894,529

 

33.2%

 

0

 

91,894,529

 

0

 

91,894,529

Riverstone Management Group, L.L.C.

 

91,894,529

 

33.2%

 

0

 

91,894,529

 

0

 

91,894,529

David M. Leuschen

 

98,126,443

 

35.4%

 

0

 

98,126,443

 

0

 

98,126,443

Pierre F. Lapeyre Jr.

 

98,126,443

 

35.4%

 

0

 

98,126,443

 

0

 

98,126,443

 

Silver Run Sponsor is the record holder of 7,865,731 shares of Class A Common Stock and warrants to purchase an additional 6,826,502 shares of Class A Common Stock that are exercisable at any time.  REL US is the record holder of 15,179,971 shares of Class A Common Stock.  Riverstone Non-ECI is the record holder of 6,231,914 shares of Class A Common Stock.  Riverstone QB Holdings is the record holder of 62,022,325 shares of Class A Common Stock.

 

Mr. Leuschen and Mr. Lapeyre are the managing directors of Riverstone Management and have or share voting and investment discretion with respect to the securities beneficially owned by Riverstone Management.  Riverstone Management is the general partner of Riverstone/Gower, which is the sole member of Riverstone Holdings and the sole shareholder of Riverstone Holdings II. Riverstone Holdings is the managing member of Silver Run Manager, which is the managing member of Silver Run Sponsor. As such, each of Silver Run Manager, Riverstone Management, Riverstone/Gower, 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 beneficial ownership of these securities.

 

Riverstone Holdings is also the sole shareholder of Riverstone Energy Corp, which is the managing member of Riverstone Energy GP, which is the general partner of Riverstone Energy Partners, which is the general partner of Riverstone QB Holdings.  As such, each of Riverstone Energy Partners, Riverstone Energy GP, Riverstone Energy Corp, Riverstone Holdings, Riverstone/Gower, Riverstone Management, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Riverstone QB Holdings.  Each such entity or person disclaims beneficial ownership of these securities.

 

Riverstone Holdings II is the general partner of Riverstone Investment, which is the sole shareholder of REL IP GP, which is the general partner of REL IP, which is the managing member of REL US.  As such, each of REL IP, REL IP GP, Riverstone Holdings II, Riverstone/Gower, Riverstone Management, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by REL US.  Each such entity or person disclaims beneficial ownership of these securities.

 

Non-ECI GP Ltd. is the sole member of Non-ECI Cayman GP, which is the general partner of Non-ECI Cayman, which is the sole member of Riverstone Non-ECI GP, which is the general partner of Riverstone Non-ECI.  Non-ECI GP Ltd. is managed by Mr. Leuschen and Mr. Lapeyre, who have or share voting and investment discretion with respect to the securities held of record by Riverstone Non-ECI.  As such, each of Riverstone Non-ECI GP, Non-ECI Cayman, Non-ECI Cayman GP, Non-ECI GP Ltd., Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Riverstone Non-ECI.  Each such entity or person disclaims beneficial ownership of these securities.

 

Item 5(c) of the Schedule 13D is hereby amended by inserting the following information at the end of Item 5(c):

 

On May 22, 2020, Riverstone Non-ECI and Riverstone QB Holdings effected a block purchase of 3,534,233 shares of Class A Common Stock for $0.98 per share. Such purchase was effected for cash on the New York Stock Exchange through a broker-dealer, BMO.

 

24


 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: May 27, 2020

 

 

Silver Run Sponsor, LLC

 

 

 

By:

Silver Run Sponsor Manager, LLC, its managing member

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Managing Director

 

 

 

 

 

 

 

Silver Run Sponsor Manager, LLC

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Managing Director

 

 

 

 

 

 

 

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/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Director

 

 

 

 

 

 

 

REL IP General Partner LP

 

 

 

 By:

REL IP General Partner Limited, its general partner

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Director

 

 

 

 

 

 

 

REL IP General Partner Limited

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Director

 

[Centennial Resource Development, Inc. — Schedule 13D/A]

 


 

 

Riverstone Energy Limited Investment Holdings, LP

 

 

 

By:

Riverstone Holdings II (Cayman) Ltd., its general partner

 

 

 

 

By:

/s/ David M. Leuschen

 

Name:

David M. Leuschen

 

Title:

Director

 

 

 

 

 

 

 

Riverstone Holdings II (Cayman) Ltd.

 

 

 

By:

/s/ David M. Leuschen

 

Name:

David M. Leuschen

 

Title:

Director

 

 

 

 

 

 

 

Riverstone Non-ECI USRPI AIV, L.P.

 

 

 

 

By:

Riverstone Non-ECI USRPI AIV GP, L.L.C., its general partner

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Managing Director

 

 

 

 

 

 

 

Riverstone Non-ECI USRPI AIV GP, L.L.C.

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Managing Director

 

 

 

 

 

 

 

Riverstone Non-ECI Partners GP (Cayman), L.P.

 

 

 

 

By:

Riverstone Non-ECI GP Cayman LLC, its general partner

 

By:

Riverstone Non-ECI GP Ltd., its sole member

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Director

 

 

 

 

Riverstone Non-ECI GP Cayman LLC

 

 

 

 

By:

Riverstone Non-ECI GP Ltd., its sole member

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Director

 

[Centennial Resource Development, Inc. — Schedule 13D/A]

 


 

 

Riverstone Non-ECI GP Ltd.

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Director

 

 

 

 

 

 

 

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/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Managing Director

 

 

 

 

 

 

 

Riverstone Energy Partners VI, L.P.

 

 

 

 

By:

Riverstone Energy GP VI, LLC, its general partner

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Managing Director

 

 

 

 

 

 

 

Riverstone Energy GP VI, LLC

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Managing Director

 

 

 

 

Riverstone Energy GP VI Corp

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Vice President

 

 

 

 

Riverstone Holdings LLC

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Authorized Person

 

 

 

Riverstone/Gower Mgmt Co Holdings, L.P.

 

 

 

 

By:

Riverstone Management Group, L.L.C., its general partner

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Manager

 

[Centennial Resource Development, Inc. — Schedule 13D/A]

 


 

 

Riverstone Management Group, L.L.C.

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Manager

 

 

 

 

 

 

 

/s/ David M. Leuschen

 

David M. Leuschen

 

 

 

 

 

 

 

/s/ Pierre F. Lapeyre

 

Pierre F. Lapeyre, Jr.

 

[Centennial Resource Development, Inc. — Schedule 13D/A]