SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Edwards David McCune

(Last) (First) (Middle)
14701 HERTZ QUAIL SPRINGS PKWY

(Street)
OKLAHOMA CITY OK 73134

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2018
3. Issuer Name and Ticker or Trading Symbol
ROAN RESOURCES, INC. [ ROAN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units (1) (1) Class A common stock 150,000 (1) D
Explanation of Responses:
1. Performance Share Units granted under the Roan Resources, Inc. Amended and Restated Management Incentive Plan that represent the right to earn up to 150,000 shares of the Issuer's Class A common stock on December 31, 2020 (the "Performance Period End Date"), subject to the Reporting Person's continuous employment by the Issuer through the Performance Period End Date and the achievement of certain performance goals based on the market price of the Issuer's Class A common stock.
Remarks:
Chief Financial Officer This Form 3 is being filed in connection with the registration of the Issuer's Class A common stock under Section 12 of the Securities Act of 1933, as amended, and listing on the New York Stock Exchange.
/s/ David M. Edwards, by Will Jordan, as Attorney-in-Fact 11/07/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
                                                                      Exhibit 24

                             SPECIAL POWER OF ATTORNEY

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of Will T. Jordan and David C. Treadwell, singly, the
undersigned's true and lawful attorney-in-fact to.

    1.    Execute for and on behalf of the undersigned, in the undersigned's
          capacity as an officer and/or director of Roan Resources, Inc. (the
          "Company"), Form ID - Uniform Application for Access Codes to file on
          Edgar, Forms 3, 4 and 5 and any other forms required to be filed in
          accordance with Section 16(a) of the Securities Exchange Act of 1934
          and the rules thereunder (a "Form"); do and perform any and all acts
          for and on behalf of the undersigned which may be necessary or
          desirable to complete and execute any such Form,

    2.    Complete and execute any amendment or amendments thereto, and timely
          file such form with the United States Securities and Exchange
          Commission and any stock exchange or similar authority; and

    3.    Take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the
 undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any Forms pursuant to Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder, with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

                               Signature Page Follows


    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17th day of October, 2018.


                                        /s/ David McC. Edwards
                                        ----------------------------------------
                                        David McC. Edwards


                                   ACKNOWLEDGMENT

STATE OF OKLAHOMA   )
                    )
COUNTY OF OKLAHOMA  )

    This instrument was acknowledged before me on this 13th day of October, 2018
by David McC Edwards.

                                        /s/ Rachel Hawkins
                                        ----------------------------------------
                                        Notary Public, State of Oklahoma


My commission expires: 09/13/2021
                       -----------------
My commission #13008475