Edgar Filing: Memorial Resource Development Corp.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Smith Gary Lee

2. Issuer Name and Ticker or Trading Symbol
Memorial Resource Development Corp. [MRD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member 13(d) group owning >10%

(Last)

(First)

(Middle)

9805 KATY FREEWAY, SUITE 400

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2015

(Street)

HOUSTON, TX 77024

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Variable Prepaid Forward Contract (put equivalent position)

$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾

03/31/2015

J⁽¹⁾⁽²⁾⁽³⁾

532,827

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

532,827

$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾

532,827 ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Smith Gary Lee 9805 KATY FREEWAY, SUITE 400 HOUSTON, TX 77024				Member 13(d) group owning >10%

Signatures

/s/ Gary Lee Smith		04/01/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On March 31, 2015, the reporting person entered into a prepaid variable forward contract with an unaffiliated third party buyer pursuant to a master agreement dated March 19, 2015. The contract obligates the reporting person to deliver to the buyer up to 532,827 Common Shares or an equivalent amount of cash (if elected by him) on the maturity date of the contract (March 31, 2017, or such earlier date as the parties determine). In exchange for assuming this obligation, the reporting person received a cash payment of $7,600,004.18 as of the date of entering into the contract. The reporting person pledged 532,827 shares of Common Stock ("Pledged Shares") to secure his obligations under the master agreement, and retained dividend and voting rights in the Pledged Shares during the period of the pledge.
(2)	The number of shares to be delivered to the buyer on the maturity date is to be determined as set forth in footnote (3) below, on the basis of prices of the shares of Common Stock that are subject to adjustment for certain dividends paid to the reporting person and other events specified in the Master Agreement.
(3)	(a) If the maturity date closing price (the "Final Price") is less than or equal to $15.7919 (the "Floor Price"), the reporting person will deliver to the buyer the entire amount of Pledged Shares; (b) If the Final Price is between the Floor Price and $21.0558 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares determined by multiplying the number of Pledged Shares by the Floor Price divided by the Cap Price (the "Prepaid Percentage"); (c) If the Final Price is greater than the Cap Price, the reporting person would deliver to the buyer a number of shares determined by reference to a formula specified in the contract that would result in the reporting person being obligated to deliver fewer than the number of Pledged Shares. Alternatively, the reporting person may elect to deliver a cash settlement amount determined by reference to a formula specified in the contract.

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