Edgar Filing: Eclipse Resources 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

EnCap Energy Capital Fund VIII, L.P.

2. Issuer Name and Ticker or Trading Symbol
Eclipse Resources Corp [ECR]

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)

1100 LOUISIANA STREET, SUITE 4900,

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2016

(Street)

HOUSTON, TX 77002

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

6. Individual or Joint/Group Filing(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 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	09/20/2016		J⁽¹⁾		59,687,619	A	$ 0	59,687,619 ⁽²⁾	D ⁽³⁾
Common Stock, par value $0.01 per share	09/20/2016		J⁽¹⁾		33,159,784	A	$ 0	40,420,114 ⁽²⁾	I	See footnote ⁽⁴⁾
Common Stock, par value $0.01 per share	09/20/2016		J⁽¹⁾		46,016,031	A	$ 0	72,847,294 ⁽²⁾	I	See footnote ⁽⁵⁾
Common Stock, par value $0.01 per share	09/20/2016		J⁽¹⁾		140,353,407	D	$ 0	0	I	See footnote ⁽⁶⁾
Common Stock, par value $0.01 per share								23,373	I	See footnote ⁽⁷⁾
Common Stock, par value $0.01 per share								23,373	I	See footnote ⁽⁸⁾

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EnCap Energy Capital Fund VIII, L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002		X
ZORICH ROBERT L 2121 OLD GATESBURG ROAD SUITE 110 STATE COLLEGE, PA 16803		X
PHILLIPS D MARTIN 2121 OLD GATESBURG ROAD SUITE 110 STATE COLLEGE, PA 16803		X
EnCap Energy Capital Fund VIII Co-Investors, L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002		X
EnCap Energy Capital Fund IX, L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002		X
EnCap Partners, LLC 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002		X

Signatures

EnCap Energy Capital Fund VIII, L.P. By: EnCap Equity Fund VIII GP, L.P., its general partner, EnCap Investments L.P., its general partner,EnCap Investments GP, L.L.C, its general partner /s/ D. Martin Phillips, Sr. Managing Director		09/22/2016
^**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)	Distribution of the common stock of Eclipse Resources Corporation (the "Issuer") by Eclipse Resources Holdings, L.P. ("Eclipse Holdings") to its limited partners in connection with the dissolution of Eclipse Holdings.
(2)	The reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's 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.
(3)	These securities are directly held by EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"). EnCap Partners, LLC ("EnCap Partners") is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), 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, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments and EnCap Fund VIII GP may be deemed to beneficially own these securities.
(4)	These securities are directly held by EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest"). EnCap Partners is the managing member of EnCap Holdings, which is the sole member of EnCap Investments GP, 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, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments and EnCap Fund VIII GP may be deemed to beneficially own these securities.
(5)	These securities are directly held by EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX"). EnCap Partners is the managing member of EnCap Holdings, which is the sole member of EnCap Investments GP, 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, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments and EnCap Fund IX GP may be deemed to beneficially own these securities.
(6)	These securities were directly held by Eclipse Holdings.
(7)	These securities are directly held by Robert L. Zorich.
(8)	These securities are directly held by D. Martin Phillips.
Remarks: Exhibit List Exhibit 99 - Joint Filer Information

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