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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

MEMORIAL PRODUCTION PARTNERS LP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MEMORIAL PRODUCTION PARTNERS LP

500 Dallas Street, Suite 1800

Houston, Texas 77002

NOTICE OF SPECIAL MEETING OF UNITHOLDERS

TO BE HELD ON , 2015

To the common unitholders of Memorial Production Partners LP:

On behalf of the Board of Directors of Memorial Production Partners GP LLC (the Board of Directors), the general partner of Memorial Production Partners LP, you are cordially invited to attend the Special Meeting of Unitholders of Memorial Production Partners LP, which will be held at the Doubletree Hotel Houston Downtown, 400 Dallas Street, Houston, Texas 77002 on , 2015, at 9:00 a.m. local time. At this important meeting, you will be asked to consider and vote upon the following proposals:

The Board of Directors has unanimously approved the First Amendment. The Board of Directors believes the Amended LTIP is in the best interests of Memorial Production Partners LP and its common unitholders and unanimously recommends that the common unitholders approve the LTIP Proposal.

YOUR VOTE IS VERY IMPORTANT . Even if you plan to attend the special meeting, you are urged to vote your common units electronically, via the Internet or by telephone, or by submitting your marked, signed and dated proxy card. You will retain the right to revoke it at any time before the vote, or to vote your common units personally if you attend the special meeting. The proxy provides common unitholders the opportunity to vote on the LTIP Proposal and the Adjournment Proposal. Voting your common units electronically, via the Internet or by telephone, or by submitting a proxy card will not prevent you from attending the special meeting and voting in person. Please note, however, that if you hold your common units through a broker or other nominee, and you wish to vote in person at the special meeting, you must obtain from your broker or other nominee a proxy issued in your name.

The Amended LTIP will not be effective unless approved by the common unitholders. We are seeking common unitholder approval pursuant to NASDAQ Global Market requirements. The LTIP Proposal will not be effective unless it is approved by a majority of the votes cast at the special meeting by common unitholders. The Board of Directors has set the close of business on , 2015 as the record date for determining common unitholders that are entitled to receive notice of and to vote at the special meeting and for any adjournments thereof. On the record date, there were common units outstanding. For each proposal, each common unitholder is entitled to one vote for each common unit owned at that time.

The Board of Directors unanimously recommends that the common unitholders vote FOR the LTIP Proposal and FOR the Adjournment Proposal .

Houston, Texas

, 2015

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF UNITHOLDERS TO BE HELD ON , 2015

This Notice of Special Meeting and Proxy Statement are available free of charge at http://www.proxyvote.com.

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TABLE OF CONTENTS

MEMORIAL PRODUCTION PARTNERS LP

500 Dallas Street, Suite 1800

Houston, Texas 77002

PROXY STATEMENT

SPECIAL MEETING OF UNITHOLDERS

We have furnished this proxy statement to you because the board of directors of Memorial Production Partners GP LLC, a Delaware limited liability company (our general partner), is soliciting your proxy to vote at the special meeting of holders of common units representing limited partner interests (common units) in Memorial Production Partners LP, a Delaware limited partnership (the Partnership, we, us or our), to be held on , , 2015, at 9:00 a.m. local time, at the Doubletree Hotel Houston Downtown, 400 Dallas Street, Houston, Texas 77002 (the Special Meeting). By granting a proxy, you authorize the persons named in the proxy to represent you and vote your common units at the Special Meeting or any adjournment or postponement of the Special Meeting. If you attend the Special Meeting, you may vote in person. If you are not present at the Special Meeting, your common units may be voted only by a person to whom you have given a proper proxy.

We provide access to our proxy materials to our unitholders on the Internet. Accordingly, on or about , 2015, we mailed a Notice of Internet Availability of Proxy Materials (the Notice of Availability) to our common unitholders. Common unitholders will have the ability to access the proxy materials, including this proxy statement and voting instructions, on the website referred to in the Notice of Availability or request a printed set of the proxy materials to be sent to them by following the instructions in the Notice of Availability.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

What is the purpose of the Special Meeting?

At the Special Meeting, our common unitholders will act upon a proposal (the LTIP Proposal) to approve an amendment (the First Amendment) to the Memorial Production Partners GP LLC Long-Term Incentive Plan (the Original LTIP or LTIP, and together with the First Amendment, the Amended LTIP), which provides, among other things, for an increase in the maximum number of common units reserved and available for delivery with respect to awards under the Original LTIP. A copy of the First Amendment is attached to this proxy statement as Exhibit A. Common unitholders may also be called to act on a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the LTIP Proposal (the Adjournment Proposal). The Adjournment Proposal is further described in Proposal 2 below.

When and where is the Special Meeting?

The Special Meeting will be held on , 2015, at 9:00 a.m. local time, at the Doubletree Hotel Houston Downtown, 400 Dallas Street, Houston, Texas 77002.

What is the recommendation of the board of directors?

The board of directors of our general partner recommends that you vote FOR the LTIP Proposal and FOR the Adjournment Proposal.

Who is entitled to vote at the Special Meeting?

All of our common unitholders of record at the close of business on , 2015, the record date for the Special Meeting, are entitled to receive notice of, and to vote at, the Special Meeting. Each common unitholder that attends the Special Meeting may be asked to present valid picture identification, such as a drivers license or passport. Cameras, recording devices and other electronic devices will not be permitted at the Special Meeting. The number of common units outstanding as of the record date will be used in determining whether a quorum is present at the meeting.

What constitutes a quorum?

The holders of a majority of the outstanding common units represented in person or by proxy shall constitute a quorum at the Special Meeting. Your common units will be counted as present at the Special Meeting if: (i) you are present and vote in person at the meeting; or (ii) you, or your broker if you are a beneficial owner of such common units held in street name, have submitted a properly executed proxy.

Proxies received but marked as abstentions will be counted as present for purposes of determining the presence of a quorum. If an executed proxy is returned by a broker or other nominee holding units in street name indicating that the broker or nominee does not have discretionary authority as to certain units to vote on the proposals (a broker non-vote), such common units will be considered present at the meeting for purposes of determining the presence of a quorum but will not be considered entitled to vote. Thus, the total sum of votes for, plus votes against, plus abstentions and broker non-votes in respect of the LTIP Proposal must be greater than 50% of the total number of our outstanding common units to satisfy the quorum requirement.

How many votes does it take to approve the proposals?

If a quorum of common unitholders is present at the meeting, under the NASDAQ Stock Market Rules the affirmative vote of a majority of the votes cast at the Special Meeting by common unitholders is required to approve the LTIP Proposal. Votes for and against and abstentions will count as votes cast. Thus, abstentions will have the effect of a vote against the LTIP Proposal.

Approval of the Adjournment Proposal requires the approval of a majority of the outstanding common units that are represented either in person or by proxy at the Special Meeting. Abstentions have the effect of a vote against the Adjournment Proposal.

If my units are held in street name by my broker, will my broker vote my units for me?

No. NASDAQ rules prohibit your broker or other nominee from exercising voting discretion with respect to the matters to be acted upon at the Special Meeting. Thus, you must give your broker or other nominee specific instructions in order for your common units to be voted.

How do I vote?

If you are a common unitholder of record at the close of business on the record date, you may vote your common units by proxy in advance of the Special Meeting by any of the following methods:

If you mail in your proxy card, it must be received by the Partnership before the voting polls close at the Special Meeting.

You may also attend the Special Meeting and vote your common units in person by completing a ballot. Even if you plan to attend the Special Meeting, please vote your proxy in advance of the Special Meeting (by Internet, telephone or mail, as described above) as soon as possible so that your common units will be represented at the Special Meeting if for any reason you are unable to attend in person. Attending the Special Meeting without completing a ballot will not count as a vote.

If you are a beneficial owner of common units held in street name, you must either direct your broker or other nominee as to how to vote your common units, or obtain a legal proxy from your broker or other nominee to vote at the Special Meeting. Please refer to the voter instruction cards provided by your broker or other nominee for specific instructions on methods of voting.

How will my proxy vote my units?

If you properly submit your proxy and voting instructions by mail, telephone or the Internet, as applicable, your common units will be voted as you direct. If you submit your proxy by mail, telephone or the Internet, as applicable, but do not specify how you want your common units voted, they will be voted as recommended by the board of directors of our general partner. Also, you will give your proxies authority to vote, using their discretion, on any other business that properly comes before the meeting.

Can I vote by proxy even if I plan to attend the Special Meeting?

Yes. If you vote by proxy and decide to attend the Special Meeting, you do not need to fill out a ballot at the meeting, unless you want to change your vote.

Who is soliciting my proxy, how is it being solicited, and who pays the cost?

Our general partner is sending you this proxy statement in connection with its solicitation of proxies for use at the Special Meeting. We will pay the expenses of soliciting proxies for the Special Meeting, including the cost of preparing, assembling and mailing the proxy solicitation materials. We have engaged Broadridge Financial Solutions, Inc. (Broadridge) as our proxy solicitation agent. Fees for the services of Broadridge are anticipated to be approximately $10,000. Our directors, officers and employees may also solicit proxies in person or by other means of communication. These directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We are required to request that brokers, banks and other nominees that hold our common units in their names furnish our proxy materials to the beneficial owners of the common units, and we must reimburse these brokers, banks and other nominees for the expenses of doing so, in accordance with statutory fee schedules.

Can I change my vote after I have submitted my proxy?

Yes. If you own your common units in your own name, you may revoke or change your proxy at any time before your proxy is exercised by:

If you are a beneficial owner of common units held in street name and you have instructed your broker or other nominee to vote your common units, you must follow the procedure your broker or other nominee provides to change those instructions. You may also vote in person at the Special Meeting if you obtain a legal proxy from your broker or other nominee.

What happens if the LTIP Proposal is approved?

We will use the Amended LTIP to reward and incentivize our employees, officers and directors and to continue to align their economic interests with the interests of our common unitholders. The Amended LTIP will be administered by a plan administrator, which is expected to be the board of directors of our general partner.

What happens if the LTIP Proposal is not approved?

After using all common units available under the Original LTIP, we would be unable to issue any further grants under such plan because NASDAQ Stock Market Rules require unitholder approval of any new equity compensation plans or any material revisions to existing plans. Without an equity compensation plan, it will be more difficult to attract and retain the services of qualified employees, officers and directors.

THE PARTNERSHIP

We are a Delaware limited partnership focused on the ownership, acquisition and development of oil and natural gas properties in North America. Our assets consist primarily of producing oil and natural gas properties and are located in Texas, Louisiana, Colorado, Wyoming, New Mexico and offshore Southern California. Most of our oil and natural gas properties are located in large, mature oil and natural gas reservoirs with well-known geologic characteristics and long-lived, predictable production profiles and modest capital requirements.

Our common units are listed on the NASDAQ Global Market under the symbol MEMP. Our principal executive offices are located at 500 Dallas Street, Suite 1800, Houston, Texas 77002, and our phone number is (713) 588-8300. Our website address is www.memorialpp.com.

MATTERS YOU ARE VOTING ON

Proposal 1 Approval of the First Amendment to the Memorial Production Partners GP LLC Long-Term Incentive Plan

This proposal is to approve the First Amendment in order to approve, among other things, the increase in the maximum number of common units that may be granted as equity-based awards under the Original LTIP. The board of directors of our general partner recommends a vote FOR this proposal.

Proposal 2 Approval of the Adjournment of the Special Meeting

This proposal is to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve Proposal 1. The board of directors of our general partner recommends a vote FOR this proposal.

PROPOSAL 1 LTIP PROPOSAL

The Original LTIP was initially adopted on December 14, 2011 by our general partner in connection with our initial public offering. The Original LTIP is intended to promote our interests and the interests of our general partner and each of our affiliates by providing to employees, consultants and directors incentive compensation awards based on our common units to encourage superior performance. The purpose of awards under our long-term incentive plan is to provide additional incentive compensation to eligible individuals providing services to us, and to align the economic interests of such individuals with the interests of our common unitholders. The Original LTIP is also contemplated to enhance our ability and the ability of our general partner and each of our affiliates to attract and retain the services of individuals who are essential for our growth and profitability and to encourage them to devote their best efforts to advancing our business.

Reason for the Proposed First Amendment

The Original LTIP was originally adopted with 2,142,221 common units to be used in connection with grants of equity-based awards under the Original LTIP. As of September 30, 2015, only 51,108 of those common units remained available for future awards under the Original LTIP, meaning that substantially all authorized and available common units have been issued or have become subject to an outstanding award under the Original LTIP. We believe that this remaining amount may be insufficient to meet our equity compensation requirements. The board of directors of our general partner has determined that an increase in available common units is necessary to continue granting incentive and reward opportunities to eligible participants while assisting us in retaining a competitive edge in todays volatile business environment.

On October 1, 2015, the board of directors of our general partner approved the First Amendment, which, subject to the approval of our common unitholders and the same adjustments as provided in the Original LTIP, would (i) increase the number of common units to be utilized for awards under the Amended LTIP to 5,225,000 common units; (ii) extend the term of the Amended LTIP to the 10th anniversary of the date of the First Amendment, unless earlier terminated as provided in the Amended LTIP; and (iii) prohibit any amendment to the Amended LTIP or any award granted thereunder that may have the effect of reducing the exercise price of any option or unit appreciation right, providing payment in respect of any underwater option or unit appreciation right or otherwise repricing an award, without unitholder approval, subject to certain exceptions.

Consequences of a Failure to Approve the Proposal

Our common unitholders are only voting to approve the First Amendment. Whether approved or not, this Proposal 1 will not affect the rights of existing award holders under the Original LTIP or any previously granted awards under the Original LTIP. However, if this Proposal 1 is not approved, we do not expect to be able to issue further meaningful or valuable equity-based incentive awards pursuant to the Original LTIP. As such awards have traditionally been a fundamental element of our compensation philosophy of pay for performance, and we believe that such awards further our goal of providing a long-term incentive for our service providers by motivating them to increase the value of our common units, we will be required to reevaluate our compensation program in general.

Description of the Amended LTIP

A summary description of the material features of the Amended LTIP as proposed is set forth below. The following summary does not purport to be a complete description of all the provisions of the Amended LTIP and is qualified in its entirety by reference to the Original LTIP and the First Amendment, a copy of which is attached as Exhibit A to this proxy statement, each of which is incorporated in its entirety in this proxy statement by reference. If our common unitholders approve this Proposal 1, we intend to file, pursuant to the Securities Act of 1933, as amended, a registration statement on Form S-8 to register the additional units available for issuance under the Amended LTIP.

Common Units Subject to the Amended LTIP

If the First Amendment is approved by our common unitholders, the maximum number of common units, which would be subject to the same adjustments as currently provided in the Original LTIP, that may be delivered with respect to awards under the Amended LTIP will be increased to 5,225,000 common units. As of September 30, 2015, 1,392,627 common units that were previously issued under the Original LTIP remained subject to outstanding awards under the Original LTIP.

The common units to be delivered under the Amended LTIP may be units otherwise issuable by the Partnership, units acquired in the open market and/or from any person. To...


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