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* Silver Run Sponsor II, LLC (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/23/2017	3. Issuer Name and Ticker or Trading Symbol Silver Run Acquisition Corp II [ SRUN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 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) Form filed by One Reporting Person X 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
Class B Common Stock	(1)	(1)	Class A Common Stock	25,776,000(2)	(1)	I	See footnotes(3)(4)

1. Name and Address of Reporting Person* Silver Run Sponsor II, LLC (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Riverstone VI SR II Holdings, L.P. (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Riverstone Energy VI Holdings GP, LLC (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Riverstone Energy Partners VI, L.P. (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Riverstone Energy GP VI, LLC (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Riverstone Energy GP VI Corp. (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* RIVERSTONE HOLDINGS LLC (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* LEUSCHEN DAVID M (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* LAPEYRE PIERRE F JR (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and has no expiration date.

2. Includes 3,375,000 shares of Class B Common Stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering of common stock do not exercise their over-allotment option in full.

3. Silver Run Sponsor II, LLC is the record holder of the shares reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which is the sole shareholder of Riverstone Energy GP VI Corp, which is the sole and managing member of Riverstone Energy GP VI, LLC ("Riverstone Energy GP''), which is the general partner of Riverstone Energy Partners VI, L.P., which is the managing member of Riverstone Energy VI Holdings GP, LLC, which is the general partner of Riverstone VI SR II Holdings, L.P., which is the sole and managing member of Silver Run Sponsor II, LLC. Riverstone Energy GP is managed by a managing committee consisting of Pierre F. Lapeyre, Jr. David M. Leuschen, James T. Hackett, Michael B. Hoffman, N. John Lancaster, Mark G. Papa and, on a rotating basis, one of E. Bartow Jones, Baran Tekkora and Robert M. Tichio.

4. Each of Riverstone VI SR II Holdings, L.P., Riverstone Energy VI Holdings GP, LLC, Riverstone Energy Partners VI, L.P., Riverstone Energy GP VI, LLC, Riverstone Energy GP VI Corp, Riverstone Holdings, LLC, Mr. Lesuchen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the common stock held directly by Silver Run Sponsor II, LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24- Power of Attorney

	Silver Run Sponsor II, LLC By: /s/ Thomas J. Walker, Managing Director	03/23/2017
	Riverstone VI SR II Holdings, L.P. By: Riverstone Energy VI Holdings GP, LLC , its general partner, By: /s/ Thomas J. Walker, Managing Director	03/23/2017
	Riverstone Energy VI Holdings GP, LLC By: /s/ Thomas J. Walker, Managing Director	03/23/2017
	Riverstone Energy Partners VI, L.P. By: Riverstone Energy GP VI, LLC, its general partner By: /s/ Thomas J. Walker, Managing Director	03/23/2017
	Riverstone Energy GP VI, LLC By: /s/ Thomas J. Walker, Managing Director	03/23/2017
	Riverstone Energy GP VI Corp By: /s/ Thomas J. Walker, Vice President	03/23/2017
	Riverstone Holdings LLC By: /s/ Thomas J. Walker, Authoried Person	03/23/2017
	David M. Leuschen By: /s/ Thomas J. Walker, Attorney-in-fact	03/23/2017
	Pierre F. Lapeyre Jr. By: /s/ Thomas J. Walker, Attorney-in-fact	03/23/2017
	** Signature of Reporting Person	Date
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