FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KAYNE RICHARD A
2. Issuer Name and Ticker or Trading Symbol

RSP Permian, Inc. [ RSPP ]
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)

1800 AVENUE OF THE STARS, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/24/2017
(Street)

LOS ANGELES, CA 90067
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/24/2017     S (1) (2) (3) (4)    17250000   D $38.78   10626089   I   See Footnote   (1) (2) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  Includes 5,134,925 shares of common stock, par value $0.01 per share (the "Common Stock"), of RSP Permian, Inc. (the "Issuer") owned directly by Silver Hill Energy Partners Holdings, LLC ("SHEP Holdings") and 5,491,164 shares of the Common Stock owned directly by Silver Hill Energy Partners II, LLC ("SHEP II"). Kayne Anderson Capital Advisors, L.P. ("KACALP") is the managing member of the general partner of Kayne Anderson Energy Fund VI LP ("KAEF VI LP"), and Kayne Anderson Energy Fund VII LP ("KAEF VII LP"). KAEF VI LP is a member of SHEP Holdings that holds the right to appoint five of the nine representatives to the board of managers of SHEP Holdings. The five representatives to the board of managers of SHEP Holdings appointed by KAEF VI LP possess the majority vote of the board of managers of SHEP Holdings. KAEF VII LP is a member of SHEP II that holds the right to appoint three of the five representatives to the board of managers of SHEP II.
(2)  (continued from Footnote 1) As a result, KACALP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by SHEP Holdings and by SHEP II. Richard A. Kayne ("Mr. Kayne") is the controlling shareholder of Kayne Anderson Investment Management, Inc., the general partner of KACALP. Mr. Kayne is also a limited partner of KAEF VI LP and KAEF VII LP.
(3)  On May 18, 2017, the Issuer and SHEP Holdings and SHEP II (the "Selling Stockholders"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter") relating to the offer and sale (the "Offering") of 15,000,000 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") by the Selling Stockholders at a price to the Underwriter of $38.78 per share, to be resold by the Underwriter to the public at variable prices. Pursuant to the Underwriting Agreement, the Selling Stockholders granted the Underwriter a 30-day option to purchase up to an additional 2,250,000 shares of the Common Stock (the "Upsize"), which option was exercised in full by the Underwriter on May 23, 2017. The Offering and Upsize were settled on May 24, 2017.
(4)  Mr. Kayne disclaims beneficial ownership of the shares reported, except those shares held by him or attributable to him by virtue of his limited partnership interests in KAEF VI LP and KAEF VII LP and his indirect interest in the interest of KACALP in the limited partnerships.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KAYNE RICHARD A
1800 AVENUE OF THE STARS, 3RD FLOOR
LOS ANGELES, CA 90067

X


Signatures
/s/ Richard A. Kayne 5/26/2017
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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RSP PERMIAN, INC. (NYSE:RSPP)
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