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*
Treadwell David

(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 25,000 (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 25,000 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 mark price of the Issuer's Class A common stock.
Remarks:
General Counsel and Corporate Secretary 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 C. Treadwell, 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

                                  POWER OF ATTORNEY
              FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5,
                   FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G

      The undersigned hereby constitutes and appoints Will Jordan as the
undersigned's true and lawful attorney-in-fact to:

      (1)   Execute for and on behalf of the undersigned a Form ID (including
            amendments thereto), or any other forms prescribed by the Securities
            and Exchange Commission, that may be necessary to obtain codes and
            passwords enabling the undersigned to make electronic filings with
            the Securities and Exchange Commission of the forms referenced in
            clause (2) below;

      (2)   Execute for and on behalf of the undersigned any (a) Form 3, Form 4
            and Form 5 (including amendments thereto) in accordance with Section
            16(a) of the Securities Exchange Act of 1934, as amended (the
            "Exchange Act"), and the rules thereunder, (b) Form 144 (including
            amendments thereto) and (c) Schedule 13D and Schedule 13G (including
            amendments thereto) in accordance with Sections 13(d) and 13(g) of
            the Exchange Act, but only to the extent each form or schedule
            relates to the undersigned's beneficial ownership of securities of
            Roan Resources, Inc., or any of its subsidiaries;

      (3)   Do and perform any and all acts for and on behalf of the undersigned

            that may be necessary or desirable to complete and execute any Form
            ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G
            (including amendments thereto) and timely file the forms or
            schedules with the Securities and Exchange Commission and any stock
            exchange or quotation system, self-regulatory association or any
            other authority, and provide a copy as required by law or advisable
            to such persons as the attorney-in-fact deems appropriate; and

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

      The undersigned hereby grants to the attorney-in-fact full power and
authority to do and perform all and every act requisite, necessary or proper to
be done in the exercise of any of the rights and powers granted herein, 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 the attorney-in-fact shall lawfully do or cause to be done
by virtue of this Power of Attorney and the rights and powers granted herein.
The undersigned acknowledges that the attorney-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming (nor is Roan
Resources, Inc. assuming) any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

      The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Roan Resources, Inc. and the attorney- in-fact against any
losses, claims, damages or liabilities (or actions in these respects) that arise
out of or are based upon any untrue statements or omissions of necessary facts
in the information provided by or at the direction of the undersigned, or upon
the lack of timeliness in the delivery of information by or at the direction of
the undersigned, to the attorney-in fact for purposes of executing,
acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Roan
Resources, Inc. and agrees to reimburse Roan Resources, Inc. and the attorney-
in-fact on demand for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
liability or action.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form
144, Schedule 13D and Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by Roan
Resources, Inc., unless earlier revoked by the undersigned in a signed writing
delivered to the attorney-in-fact. This Power of Attorney does not revoke any
other power of attorney that the undersigned has previously granted.

                               [Signature Page Follows]


      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date written below.

Dated: October 30, 2018
                                        /s/ David Treadwell
                                        ----------------------------------------
                                        David Treadwell