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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Centennial Resource Development, Inc.
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Dianna Rosser Aprile
c/o Riverstone Holdings LLC
712 Fifth Avenue, 36th Floor
New York, NY 10019
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 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).
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CUSIP No. 15136A102
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13D
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1
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Names of Reporting Persons
Silver Run Sponsor, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
16,005,073
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
16,005,073
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,005,073
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
6.0%
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14
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Type of Reporting Person
OO (Delaware limited liability company)
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1
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CUSIP No. 15136A102
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13D
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1
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Names of Reporting Persons
Silver Run Sponsor Manager, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
16,005,073
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
16,005,073
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,005,073
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
6.0%
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14
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Type of Reporting Person
OO (Delaware limited liability company)
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2
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CUSIP No. 15136A102
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13D
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1
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Names of Reporting Persons
REL US Centennial Holdings, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
19,542,288
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
19,542,288
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
19,542,288
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
7.5%
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14
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Type of Reporting Person
OO (Delaware limited liability company)
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3
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CUSIP No. 15136A102
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13D
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1
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Names of Reporting Persons
REL IP General Partner LP
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
19,542,288
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
19,542,288
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
19,542,288
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
7.5%
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14
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Type of Reporting Person
PN
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4
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CUSIP No. 15136A102
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13D
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1
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Names of Reporting Persons
REL IP General Partner Limited
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
19,542,288
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
19,542,288
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
19,542,288
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
7.5%
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14
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Type of Reporting Person
CO
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5
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CUSIP No. 15136A102
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13D
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1
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Names of Reporting Persons
Riverstone Energy Limited Investment Holdings, LP
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
19,542,288
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
19,542,288
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
19,542,288
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
7.5%
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14
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Type of Reporting Person
PN
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6
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CUSIP No. 15136A102
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13D
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1
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Names of Reporting Persons
Riverstone Holdings II (Cayman) Limited
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
19,542,288
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
19,542,288
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
19,542,288
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
7.5%
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14
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Type of Reporting Person
CO
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7
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CUSIP No. 15136A102
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13D
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1
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Names of Reporting Persons
Riverstone Non-ECI USRPI AIV, L.P.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
4,801,852
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
4,801,852
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,801,852
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
1.8%
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14
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Type of Reporting Person
PN
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8
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CUSIP No. 15136A102
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13D
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1
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Names of Reporting Persons
Riverstone Non-ECI USRPI AIV GP, L.L.C.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
4,801,852
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
4,801,852
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,801,852
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
1.8%
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14
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Type of Reporting Person
OO (Delaware limited liability company)
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9
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CUSIP No. 15136A102
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13D
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1
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Names of Reporting Persons
Riverstone Non-ECI Partners GP (Cayman), L.P.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
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Sole Voting Power
0
|
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|
8
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Shared Voting Power
4,801,852
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9
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Sole Dispositive Power
0
|
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|
|
10
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Shared Dispositive Power
4,801,852
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|
|
|
11
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,801,852
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|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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|
|
|
13
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Percent of Class Represented by Amount in Row (11)
1.8%
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|
14
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Type of Reporting Person
PN
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10
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CUSIP No. 15136A102
|
13D
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1
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Names of Reporting Persons
Riverstone Non-ECI GP Cayman LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
|
o
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(b)
|
o
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3
|
SEC Use Only
|
|
|
|
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4
|
Source of Funds (See Instructions)
OO
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|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
|
|
|
|
|
6
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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
4,801,852
|
|
|
|
9
|
Sole Dispositive Power
0
|
|
|
|
10
|
Shared Dispositive Power
4,801,852
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,801,852
|
|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
|
|
|
|
|
13
|
Percent of Class Represented by Amount in Row (11)
1.8%
|
|
|
|
|
14
|
Type of Reporting Person
OO (Delaware limited liability company)
|
|
|
|
|
|
|
|
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|
11
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CUSIP No. 15136A102
|
13D
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|
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1
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Names of Reporting Persons
Riverstone Non-ECI GP Ltd.
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2
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Check the Appropriate Box if a Member of a Group
|
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(a)
|
o
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|
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(b)
|
o
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|
|
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3
|
SEC Use Only
|
|
|
|
|
4
|
Source of Funds (See Instructions)
OO
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|
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
4,801,852
|
|
|
|
9
|
Sole Dispositive Power
0
|
|
|
|
10
|
Shared Dispositive Power
4,801,852
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,801,852
|
|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
|
|
|
|
|
13
|
Percent of Class Represented by Amount in Row (11)
1.8%
|
|
|
|
|
14
|
Type of Reporting Person
CO
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|
|
|
|
|
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|
12
|
CUSIP No. 15136A102
|
13D
|
|
|
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1
|
Names of Reporting Persons
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 (See Instructions)
OO
|
|
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
66,114,474
|
|
|
|
9
|
Sole Dispositive Power
0
|
|
|
|
10
|
Shared Dispositive Power
66,114,474
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
66,114,474
|
|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
|
|
|
|
|
13
|
Percent of Class Represented by Amount in Row (11)
25.4%
|
|
|
|
|
14
|
Type of Reporting Person
PN
|
|
|
|
|
|
|
|
|
|
13
|
CUSIP No. 15136A102
|
13D
|
|
|
|
|
|
1
|
Names of Reporting Persons
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 (See Instructions)
OO
|
|
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
66,114,474
|
|
|
|
9
|
Sole Dispositive Power
0
|
|
|
|
10
|
Shared Dispositive Power
66,114,474
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
66,114,474
|
|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
|
|
|
|
|
13
|
Percent of Class Represented by Amount in Row (11)
25.4%
|
|
|
|
|
14
|
Type of Reporting Person
PN
|
|
|
|
|
|
|
|
|
|
14
|
CUSIP No. 15136A102
|
13D
|
|
|
|
|
|
1
|
Names of Reporting Persons
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 (See Instructions)
OO
|
|
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
66,114,474
|
|
|
|
9
|
Sole Dispositive Power
0
|
|
|
|
10
|
Shared Dispositive Power
66,114,474
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
66,114,474
|
|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
|
|
|
|
|
13
|
Percent of Class Represented by Amount in Row (11)
25.4%
|
|
|
|
|
14
|
Type of Reporting Person
OO (Delaware limited liability company)
|
|
|
|
|
|
|
|
|
|
15
|
CUSIP No. 15136A102
|
13D
|
|
|
|
|
|
1
|
Names of Reporting Persons
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 (See Instructions)
OO
|
|
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
66,114,474
|
|
|
|
9
|
Sole Dispositive Power
0
|
|
|
|
10
|
Shared Dispositive Power
66,114,474
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
66,114,474
|
|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
|
|
|
|
|
13
|
Percent of Class Represented by Amount in Row (11)
25.4%
|
|
|
|
|
14
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
|
|
16
|
CUSIP No. 15136A102
|
13D
|
|
|
|
|
|
1
|
Names of Reporting Persons
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 (See Instructions)
OO
|
|
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
82,119,547
|
|
|
|
9
|
Sole Dispositive Power
0
|
|
|
|
10
|
Shared Dispositive Power
82,119,547
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
82,119,547
|
|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
|
|
|
|
|
13
|
Percent of Class Represented by Amount in Row (11)
30.8%
|
|
|
|
|
14
|
Type of Reporting Person
OO (Delaware limited liability company)
|
|
|
|
|
|
|
|
|
|
17
|
CUSIP No. 15136A102
|
13D
|
|
|
|
|
|
1
|
Names of Reporting Persons
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 (See Instructions)
OO
|
|
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
101,661,835
|
|
|
|
9
|
Sole Dispositive Power
0
|
|
|
|
10
|
Shared Dispositive Power
101,661,835
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
101,661,835
|
|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
|
|
|
|
|
13
|
Percent of Class Represented by Amount in Row (11)
38.1%
|
|
|
|
|
14
|
Type of Reporting Person
PN
|
|
|
|
|
|
|
|
|
|
18
|
CUSIP No. 15136A102
|
13D
|
|
|
|
|
|
1
|
Names of Reporting Persons
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 (See Instructions)
OO
|
|
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
101,661,835
|
|
|
|
9
|
Sole Dispositive Power
0
|
|
|
|
10
|
Shared Dispositive Power
101,661,835
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
101,661,835
|
|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
|
|
|
|
|
13
|
Percent of Class Represented by Amount in Row (11)
38.1%
|
|
|
|
|
14
|
Type of Reporting Person
OO (Delaware limited liability company)
|
|
|
|
|
|
|
|
|
|
19
|
CUSIP No. 15136A102
|
13D
|
|
|
|
|
|
1
|
Names of Reporting Persons
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 (See Instructions)
OO
|
|
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
|
|
|
|
|
6
|
Citizenship or Place of Organization
USA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
|
|
|
8
|
Shared Voting Power
106,463,687
|
|
|
|
9
|
Sole Dispositive Power
0
|
|
|
|
10
|
Shared Dispositive Power
106,463,687
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
106,463,687
|
|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
|
|
|
|
|
13
|
Percent of Class Represented by Amount in Row (11)
39.9%
|
|
|
|
|
14
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
|
|
20
|
CUSIP No. 15136A102
|
13D
|
|
|
|
|
|
1
|
Names of Reporting Persons
Pierre F. Lapeyre, Jr.
|
|
|
|
|
2
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
o
|
|
|
|
(b)
|
o
|
|
|
|
|
3
|
SEC Use Only
|
|
|
|
|
4
|
Source of Funds (See Instructions)
OO
|
|
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
|
|
|
|
|
6
|
Citizenship or Place of Organization
USA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
|
|
|
8
|
Shared Voting Power
106,463,687
|
|
|
|
9
|
Sole Dispositive Power
0
|
|
|
|
10
|
Shared Dispositive Power
106,463,687
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
106,463,687
|
|
|
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
|
|
|
|
|
13
|
Percent of Class Represented by Amount in Row (11)
39.9%
|
|
|
|
|
14
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
|
|
21
Explanatory Note
This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) 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 2.
Identity and Background
Item 2 of the Statement is amended and supplemented as follows:
In June 2017, Riverstone/Gower Mgmt Co Holdings, L.L.C. was converted from a limited liability company to a limited partnership organized under the laws of the State of Delaware. All references in this Schedule 13D to “Riverstone/Gower” shall refer to Riverstone/Gower Mgmt Co Holdings, L.P.
Item 4.
Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented as follows:
On November 9, 2017,
Riverstone VI Centennial QB Holdings, L.P. (“Riverstone QB Holdings”),
REL US Centennial Holdings, LLC (“REL US”), Riverstone Non-ECI USRPI AIV, L.P. (“Riverstone Non-ECI”), Silver Run Sponsor, LLC (“Silver Run Sponsor”) and Celero Energy Company, LP (together with Riverstone QB Holdings, REL US, Riverstone Non-ECI and Silver Run Sponsor, the “Selling Stockholders”) sold an aggregate of 25,000,000 shares of Class A Common Stock at a price of $19.95 per share (the “Offering”) to Goldman Sachs & Co. LLC (the “Underwriter”) pursuant to an underwriting agrement dated as of November 7, 2017 (the “Underwriting Agreement”), by and among the Issuer, the Underwriter and the Selling Stockholders. The Selling Stockholders have also granted the Underwriter a 30-day option to purchase up to an aggregate of 3,750,000 additional shares of Class A common stock.
Pursuant to the Underwriting Agreement, each Selling Stockholder has agreed that, subject to specified exceptions, without the prior written consent of the Underwriter, such Selling Stockholder will not, during the period ending 30 days after the date of the final prospectus filed in connection with the Offering: (i) sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Class A Common Stock, or any options or warrants to purchase any shares of Class A Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Class A Common Stock; or (ii) engage in any hedging or other transaction, including any short sale, or any purchase, sale or grant of any put or call option, which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Selling Stockholder’s shares
22
of Class A Common Stock even if such shares would be disposed of by someone other than the Selling Stockholder.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 10 hereto and is incorporated herein by reference.
Item 5.
Interest in Securities of the Issuer.
Item 5 of the Statement is amended and restated in its entirety as follows:
(a) – (b)
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 260,225,674 shares of Class A Common Stock outstanding as of November 9, 2017, 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 to
direct the
vote
|
|
Shared
power to
vote or to
direct the
vote
|
|
Sole
power to
dispose or
to direct
the
disposition
|
|
Shared
power to
dispose or
to direct
the
disposition
|
|
|
Silver Run Sponsor, LLC
|
|
16,005,073
|
|
6.0
|
%
|
0
|
|
16,005,073
|
|
0
|
|
16,005,073
|
|
|
Silver Run Sponsor Manager, LLC
|
|
16,005,073
|
|
6.0
|
%
|
0
|
|
16,005,073
|
|
0
|
|
16,005,073
|
|
|
REL US Centennial Holdings, LLC
|
|
19,542,288
|
|
7.5
|
%
|
0
|
|
19,542,288
|
|
0
|
|
19,542,288
|
|
|
REL IP General Partner LP
|
|
19,542,288
|
|
7.5
|
%
|
0
|
|
19,542,288
|
|
0
|
|
19,542,288
|
|
|
REL IP General Partner Limited
|
|
19,542,288
|
|
7.5
|
%
|
0
|
|
19,542,288
|
|
0
|
|
19,542,288
|
|
|
Riverstone Energy Limited Investment Holdings, LP
|
|
19,542,288
|
|
7.5
|
%
|
0
|
|
19,542,288
|
|
0
|
|
19,542,288
|
|
|
Riverstone Holdings II (Cayman) Ltd.
|
|
19,542,288
|
|
7.5
|
%
|
0
|
|
19,542,288
|
|
0
|
|
19,542,288
|
|
|
Riverstone Non-ECI USRPI AIV, L.P.
|
|
4,801,852
|
|
1.8
|
%
|
0
|
|
4,801,852
|
|
0
|
|
4,801,852
|
|
|
Riverstone Non-ECI USRPI AIV GP, L.L.C.
|
|
4,801,852
|
|
1.8
|
%
|
0
|
|
4,801,852
|
|
0
|
|
4,801,852
|
|
|
Riverstone Non-ECI Partners GP (Cayman), L.P.
|
|
4,801,852
|
|
1.8
|
%
|
0
|
|
4,801,852
|
|
0
|
|
4,801,852
|
|
|
Riverstone Non-ECI GP Cayman LLC
|
|
4,801,852
|
|
1.8
|
%
|
0
|
|
4,801,852
|
|
0
|
|
4,801,852
|
|
|
Riverstone Non-ECI GP Ltd.
|
|
4,801,852
|
|
1.8
|
%
|
0
|
|
4,801,852
|
|
0
|
|
4,801,852
|
|
|
Riverstone VI Centennial QB Holdings, L.P.
|
|
66,114,474
|
|
25.4
|
%
|
0
|
|
66,114,474
|
|
0
|
|
66,114,474
|
|
|
Riverstone Energy Partners VI, L.P.
|
|
66,114,474
|
|
25.4
|
%
|
0
|
|
66,114,474
|
|
0
|
|
66,114,474
|
|
|
Riverstone Energy GP VI, LLC
|
|
66,114,474
|
|
25.4
|
%
|
0
|
|
66,114,474
|
|
0
|
|
66,114,474
|
|
|
Riverstone Energy GP VI Corp
|
|
66,114,474
|
|
25.4
|
%
|
0
|
|
66,114,474
|
|
0
|
|
66,114,474
|
|
|
Riverstone Holdings LLC
|
|
82,119,547
|
|
30.8
|
%
|
0
|
|
82,119,547
|
|
0
|
|
82,119,547
|
|
|
Riverstone Management Group, L.L.C.
|
|
101,661,835
|
|
38.1
|
%
|
0
|
|
101,661,835
|
|
0
|
|
101,661,835
|
|
|
Riverstone/Gower Mgmt Co Holdings, L.P.
|
|
101,661,835
|
|
38.1
|
%
|
0
|
|
101,661,835
|
|
0
|
|
101,661,835
|
|
|
David M. Leuschen
|
|
106,463,687
|
|
39.9
|
%
|
0
|
|
106,463,687
|
|
0
|
|
106,463,687
|
|
|
Pierre F. Lapeyre Jr.
|
|
106,463,687
|
|
39.9
|
%
|
0
|
|
106,463,687
|
|
0
|
|
106,463,687
|
|
23
Silver Run Sponsor is the record holder of 9,178,571 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 19,542,288 shares of Class A Common Stock. Riverstone Non-ECI is the record holder of 4,801,852 shares of Class A Common Stock. Riverstone QB Holdings is the record holder of 66,114,474 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.
24
(c)
Except as described in Item 4 above, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Class A Common Stock.
(d)
None.
(e)
Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Statement is amended and supplemented as follows:
Item 4 above summarizes certain provisions of the Underwriting Agreement and is incorporated herein by reference. A copy of the Underwriting Agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.
Materials to be Filed as Exhibits.
Item 7 of the Statement is amended and supplemented by adding the following exhibit:
|
Exhibit
Number
|
|
Description
|
|
10
|
|
Underwriting Agreement, dated as of November 7, 2017, by and among Riverstone VI Centennial QB Holdings, L.P., REL US Centennial Holdings, LLC, Riverstone Non-ECI USRPI AIV, L.P., Silver Run Sponsor, LLC, Celero Energy Company, LP, the Issuer and Goldman Sachs & Co. LLC (incorporated by reference to Exhibit 1.1 to the Issuer’s current report on Form 8-K filed on November 9, 2017).
|
25
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
:
|
November 14, 2017
|
|
|
|
Silver Run Sponsor, LLC
|
|
|
By:
|
Silver Run Sponsor Manager, LLC, its managing member
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
Silver Run Sponsor Manager, LLC
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
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/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
REL IP General Partner LP
|
|
|
By:
|
REL IP General Partner Limited, its general partner
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
REL IP General Partner Limited
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Director
|
26
|
|
Riverstone Energy Limited Investment Holdings, LP
|
|
|
By:
|
Riverstone Holdings II (Cayman) Ltd., its general partner
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Attorney-in-fact for David M. Leuschen, Director
|
|
|
|
|
|
|
|
|
|
|
Riverstone Holdings II (Cayman) Ltd.
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Attorney-in-fact for David M. Leuschen, Director
|
|
|
|
|
|
|
|
|
|
|
Riverstone Non-ECI USRPI AIV, L.P.
|
|
|
By:
|
Riverstone Non-ECI USRPI AIV GP, L.L.C., its general partner
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
Riverstone Non-ECI USRPI AIV GP, L.L.C.
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
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/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Director
|
27
|
|
Riverstone Non-ECI GP Cayman LLC
|
|
|
By:
|
Riverstone Non-ECI GP Ltd., its sole member
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
Riverstone Non-ECI GP Ltd.
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
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/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
Riverstone Energy Partners VI, L.P.
|
|
|
By:
|
Riverstone Energy GP VI, LLC, its general partner
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
Riverstone Energy GP VI, LLC
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
Riverstone Energy GP VI Corp
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Vice President
|
28
|
|
Riverstone Holdings LLC
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Authorized Person
|
|
|
|
|
|
|
|
|
|
|
Riverstone/Gower Mgmt Co Holdings, L.P.
|
|
|
By:
|
Riverstone Management Group, L.L.C., its general partner
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
|
|
|
|
Riverstone Management Group, L.L.C.
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker
|
|
|
Name:
|
Thomas J. Walker
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
|
|
|
|
David M. Leuschen
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker, attorney-in-fact
|
|
|
|
|
|
|
|
|
|
|
Pierre F. Lapeyre, Jr.
|
|
|
|
|
|
By:
|
/s/ Thomas J. Walker, attorney-in-fact
|
29