UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 18, 2016

Centennial Resource Development, Inc.

(Exact name of registrant as specified in its charter)

1401 Seventeenth Street, Suite 1000
Denver, Colorado 80202
(Address of principal executive offices, including zip code)

(720) 441-5515
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                                   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                                   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01. Changes in Registrant’s Certifying Accountant.

On November 18, 2016, the Audit Committee of the Board of Directors of Centennial Resource Development, Inc. (the “Company”) approved a change in accountants by making the determination to dismiss WithumSmith+Brown, PC (“Withum”) as the Company’s principal accountant and to engage KPMG LLP (“KPMG”) as the Company’s principal accountant, effective immediately. KPMG previously audited the financial statements of Centennial Resource Production, LLC, in which the Company acquired an approximate 89% membership interest on October 11, 2016, as of and for the three-year period ended December 31, 2015.  Prior to the appointment of KPMG, the Company had not consulted with KPMG with respect to the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on the Company’s financial statements or any other matter or reportable event listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.

During the period from November 4, 2015 (date of inception) to December 31, 2015, and subsequently during the period from December 31, 2015 through November 18, 2016, the date of Withum’s dismissal, there were no disagreements with Withum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, had it not been resolved to the satisfaction of Withum, would have caused Withum to make reference thereto in its reports on the financial statements for such periods. During the same periods, there have been no “reportable events,” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

Withum’s audit report on the financial statements of the Company for the period from November 4, 2015 (date of inception) to December 31, 2015 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

The Company provided Withum with a copy of this Current Report on Form 8-K and requested that Withum furnish it with a letter addressed to the Securities and Exchange Commission stating whether Withum agrees with the above statements. A copy of such letter, dated November 25, 2016, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)                                 Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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