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Filing Details

Accession Number:: 0001209191-14-078322
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-12-30 13:41:40
Reporting Period:: 2014-12-27

Filing Date:: 2014-12-30
Accepted Time:: 2014-12-30 13:41:40
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1600470	Eclipse Resources Corp	ECR	Crude Petroleum & Natural Gas (1311)	464812998

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1142791	Martin D Phillips	1100 Louisiana Street, Suite 4900 Houston TX 77002	Yes	No	Yes	No
1167138	B David Miller	1100 Louisiana Street, Suite 4900 Houston TX 77002	No	No	Yes	No
1181757	R Gary Petersen	1100 Louisiana Street, Suite 4900 Houston TX 77002	No	No	Yes	No
1229915	L Robert Zorich	1100 Louisiana Street, Suite 4900 Houston TX 77002	Yes	No	Yes	No
1290911	Encap Investments Gp, L.l.c.	1100 Louisiana Street, Suite 4900 Houston TX 77002	No	No	Yes	No
1290912	Rnbd Gp Llc	1100 Louisiana Street, Suite 4900 Houston TX 77002	No	No	Yes	No
1504103	Encap Energy Capital Fund Viii, L.p.	1100 Louisiana Street, Suite 4900 Houston TX 77002	No	No	Yes	No
1537403	Encap Energy Capital Fund Viii Co-Investors, L.p.	1100 Louisiana Street, Suite 4900 Houston TX 77002	No	No	Yes	No
1565683	Encap Energy Capital Fund Ix, L.p.	1100 Louisiana Street, Suite 4900 Houston TX 77002	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Acquisiton	2014-12-27	4,136,353	$7.04	4,136,353	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2014-12-27	9,558,304	$7.04	9,558,304	No	4	P	Indirect	See footnote
Common Stock, Par Value $0.01 Per Share	Acquisiton	2014-12-27	30,967,616	$7.04	30,967,616	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	129,700,000	Indirect	See footnotes

Footnotes

On December 27, 2014, EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest") and EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX" and collectively with EnCap Fund VIII and EnCap Fund VIII Co-Invest, the "EnCap Funds") entered into a Securities Purchase Agreement with the Issuer to purchase shares of common stock in a private placement transaction. The issuance of the foregoing is subject to the satisfaction of customary closing conditions.
These securities are directly held by EnCap Fund VIII. The EnCap Funds are controlled indirectly by David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich, who are the controlling members of RNBD GP LLC ("RNBD") and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the sole general partner of EnCap Fund VIII. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments and EnCap Fund VIII GP may be deemed to beneficially own these securities.
The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
These securities are directly held by EnCap Fund VIII Co-Invest. The EnCap Funds are controlled indirectly by Messrs. Miller, Phillips, Petersen, and Zorich, who are the controlling members of RNBD and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, which is the general partner of EnCap Investments, which is the general partner of EnCap Fund VIII GP, the sole general partner of EnCap Fund VIII Co-Invest. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments and EnCap Fund VIII GP may be deemed to beneficially own these securities.
These securities are directly held by EnCap Fund IX. The EnCap Funds are controlled indirectly by Messrs. Miller, Phillips, Petersen, and Zorich, who are the controlling members of RNBD and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, which is the general partner of EnCap Investments, which is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), the sole general partner of EnCap Fund IX. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments and EnCap Fund IX GP may be deemed to beneficially own these securities.
Eclipse Resources Holdings, L.P. ("Eclipse Holdings") directly holds 129,700,000 shares of common stock. The EnCap Funds collectively own 100% of the Class A Units of Eclipse Holdings. The EnCap Funds are controlled indirectly by Messrs. Miller, Phillips, Petersen, and Zorich, who are the controlling members of RNBD and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, which is the general partner of EnCap Investments, which is the general partner of EnCap Equity Fund VIII GP and EnCap Equity Fund IX GP. EnCap Fund VIII GP is the sole general partner of each of EnCap Fund VIII and EnCap Fund VIII Co-Invest. EnCap Fund IX GP is the sole general partner of EnCap Fund IX.
(Continued from footnote 6) Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments, EnCap VIII GP, EnCap Fund IX GP, EnCap Fund VIII, EnCap Fund VIII Co-Invest and EnCap Fund IX may be deemed to beneficially own these securities.