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*
LOYD PAUL B JR

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
Class A common stock 76,269,766(1)(2) I See Footnotes(1)(2)
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
Explanation of Responses:
1. 76,269,766 shares of Class A common stock held directly by Roan Holdings, LLC ("Roan Holdings"). JVL Advisors, LLC ("JVL"), indirectly through its investment management arrangements with Asklepios Energy Fund, LP, Hephaestus Energy Fund, LP, Luxiver WI, LP, LVPU, LP, Midenergy Partners II, LP, Navitas Fund, LP, Blackbird 1846 Energy Fund, LP, Children's Energy Fund, LP, SPQR Energy, LP and Panakeia Energy Fund, LP, beneficially owns an approximate 73.61% interest in Roan Holdings and has the contractual right to nominate a majority of the members of the board of managers of Roan Holdings, which board of managers exercises voting and dispositive power over all securities held by Roan Holdings. The board of managers of Roan Holdings consists of four managers, of which JVL has nominated three, one of which is the Reporting Person.
2. (Continued from Footnote 1) The Reporting Person may be deemed to share dispositive power over the securities held by Roan Holdings; thus, the Reporting Person may also be deemed to be the beneficial owner of these securities. The Reporting Person disclaims beneficial ownership of the reported securities in excess of his respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for Section 16 or any other purpose.
Remarks:
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 under the trading symbol "ROAN."
/s/ Paul B Loyd Jr., 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 and David C.
Treadwell, or either of them acting without the other, with full power of
substitution, 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/ Paul B. Loyd, Jr.
                                        ----------------------------------------
                                        Paul B. Loyd, Jr.
                                        Director