Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden hours per response... 1.0

1. Name and Address of Reporting Person *
Production Opportunities II, L.P.
 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)

5221 N. O'CONNOR BLVD., SUITE 1100		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014
(Street)


IRVING, TX 75039		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

___ Form Filed by One Reporting Person
_X_ 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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/11/2014   J(1) 5,941,873 A $ (1) 5,941,873 I See Footnotes (2) (3) (4)

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 2270 (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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Production Opportunities II, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX 75039		     X    
Natural Gas Partners IX, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX 75039		     X    
G.F.W. ENERGY IX, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX 75039		     X    
GFW IX, L.L.C.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX 75039		     X    
NGP Energy Capital Management, L.L.C.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX 75039		     X    
NGP IX Offshore Holdings, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX 75039		     X    

Signatures

/s/ James E. Mutrie, attorney-in-fact for Production Opportunities II, L.P. 02/13/2015
**Signature of Reporting Person Date
/s/ James E. Mutrie, attorney-in-fact for the general partner of the general partner of Natural Gas Partners IX, L.P. 02/13/2015
**Signature of Reporting Person Date
/s/ James E. Mutrie, attorney-in-fact for the general partner of the general partner of NGP IX Offshore Holdings, L.P. 02/13/2015
**Signature of Reporting Person Date
/s/ James E. Mutrie, attorney-in-fact for the general partner of G.F.W. Energy IX, L.P. 02/13/2015
**Signature of Reporting Person Date
/s/ James E. Mutrie, attorney-in-fact for GFW IX, L.L.C. 02/13/2015
**Signature of Reporting Person Date
/s/ James E. Mutrie, attorney-in-fact for NGP Energy Capital Management, L.L.C. 02/13/2015
**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) In connection with its impending dissolution, RSP Permian Holdco, L.L.C. ("Holdco") made a pro rata distribution of all of the shares of RSP Permian, Inc.'s common stock, par value $0.01 per share ("common stock"), that it held to its members. Production Opportunities II, L.P. ("Production Opportunities") received 5,941,873 shares of common stock pursuant to this distribution from Holdco.
(2) Held directly by Production Opportunities.
(3) This form is jointly filed by Production Opportunities, Natural Gas Partners IX, L.P. ("NGP IX"), NGP IX Offshore Holdings, L.P. ("NGP Offshore"), G.F.W. Energy IX, L.P. ("GFW Energy"), GFW IX, L.L.C. ("GFW IX") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). GFW IX is the general partner of GFW Energy, the general partner of each of NGP IX and NGP Offshore, which jointly own Production Opportunities. Accordingly, each of GFW IX, GFW Energy, NGP IX, and NGP Offshore may be deemed to share voting and dispositive power over the reported securities of Production Opportunities, and as a result may be deemed to beneficially own the reported securities of Production Opportunities.
(4) GFW IX has delegated full power and authority to manage NGP IX and NGP Offshore to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over the reported securities of Production Opportunities, and as result may be deemed to beneficially own the reported securities of Production Opportunities. Each of GFW IX, GFW Energy, NGP IX, NGP Offshore and NGP ECM disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.