The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001591842
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Richfield Energy Partners Master Fund I, LP
Jurisdiction of Incorporation/Organization
TEXAS
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2013
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Richfield Energy Partners Master Fund I, LP
Street Address 1 Street Address 2
THREE RIVERWAY, SUITE 1500
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
HOUSTON TEXAS 77056 713-496-0548

3. Related Persons

Last Name First Name Middle Name
Thompson, Sr. Scott
Street Address 1 Street Address 2
Three Riverway, Suite 1500
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Director and President of the LP's General Partner, Richfield Energy Partners, LLC ("REP"). REP is also the Richfield Royalty Ventures, LLC. Manager, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
Thompson, Jr. Scott
Street Address 1 Street Address 2
Three Riverway, Suite 1500
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Director and Director of Administration of the LP's General Partner, Richfield Energy Partners, LLC ("REP"). REP is also the Richfield Royalty Ventures, LLC. Manager, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
Bowman Thomas D.
Street Address 1 Street Address 2
Three Riverway, Suite 1500
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Director and Director of Geoscience of the LP's General Partner, Richfield Energy Partners, LLC ("REP"). REP is also the Richfield Royalty Ventures, LLC. Manager, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
Rice Philip R.
Street Address 1 Street Address 2
Three Riverway, Suite 1500
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Director and Director of Investment Acquisitions and Management of the LP's General Partner, Richfield Energy Partners, LLC ("REP"). REP is also the Richfield Royalty Ventures, LLC Manager, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
Strawn David
Street Address 1 Street Address 2
Three Riverway, Suite 1500
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Director and Director Legal and Compliance of the LP's General Partner, Richfield Energy Partners, LLC ("REP"). REP is also the Richfield Royalty Ventures, LLC. Manager, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
Moody Denman
Street Address 1 Street Address 2
3303 S. Rice, #114
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Mr. Denman is the sole member-manager of South Central Texas Minerals Management, LLC, who is in turn the sole member-manager of South Central Texas Minerals, LLC, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
White John Caperton
Street Address 1 Street Address 2
3949 Maple Avenue
City State/Province/Country ZIP/PostalCode
Dallas TEXAS 75219
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Mr. White is one of two member-managers of BlackRock Royalties Management, LLC, who in turn is the sole member-manager of BlackRock Royalty Investment Fund II, LLC, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
Porter Kent R.
Street Address 1 Street Address 2
3949 Maple Avenue
City State/Province/Country ZIP/PostalCode
Dallas TEXAS 75219
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Mr. Porter is one of two member-managers of BlackRock Royalties Management, LLC, who in turn is the sole member-manager of BlackRock Royalty Investment Fund II, LLC, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
Samouce Michael
Street Address 1 Street Address 2
401 Congress Avenue, Suite 1650
City State/Province/Country ZIP/PostalCode
Austin TEXAS 78701
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Mr. Samouce is one of two member-managers of Encore Kinetic Group II, LLC, who in turn is the sole member-manager of Encore Royalty Ventures II, LLC, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
Kyle Mark
Street Address 1 Street Address 2
401 Congress Avenue, Suite 1650
City State/Province/Country ZIP/PostalCode
Austin TEXAS 78701
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Mr. Kyle is one of two member-managers of Encore Kinetic Group II, LLC, who in turn is the sole member-manager of Encore Royalty Ventures II, LLC, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
Erickson Bill
Street Address 1 Street Address 2
11999 Katy Freeway, Suite 150M
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77079
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Mr. Erickson is one of two member-managers of Erickson Royalty, LLC, who in turn is the sole member-manager of Erickson Royalty Fund I, LLC, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
Bain Richard
Street Address 1 Street Address 2
11999 Katy Freeway, Suite 150M
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77079
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Mr. Bain is one of two member-managers of Erickson Royalty, LLC, who in turn is the sole member-manager of Erickson Royalty Fund I, LLC, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
Berry Michael
Street Address 1 Street Address 2
154 Grand Street, 5S-17
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10013
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Mr. Berry is one of four member-managers of Maple Leaf Royalties, LLC, who in turn is the sole member-manager of Maple Leaf Royalty Partners, LLC, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
Berry Christopher
Street Address 1 Street Address 2
154 Grand Street, 5S-17
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10013
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Mr. Berry is one of four member-managers of Maple Leaf Royalties, LLC, who in turn is the sole member-manager of Maple Leaf Royalty Partners, LLC, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
Laing Dennis
Street Address 1 Street Address 2
154 Grand Street, 5S-17
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10013
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Mr. Laing is one of four member-managers of Maple Leaf Royalties, LLC, who in turn is the sole member-manager of Maple Leaf Royalty Partners, LLC, a feeder fund formed to make investments in the issuer.
Last Name First Name Middle Name
Nesbit, II Harrison
Street Address 1 Street Address 2
154 Grand Street, 5S-17
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10013
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Mr. Nesbit is one of four member-managers of Maple Leaf Royalties, LLC, who in turn is the sole member-manager of Maple Leaf Royalty Partners, LLC, a feeder fund formed to make investments in the issuer.

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
X Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
X No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
   Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
   Rule 505
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
   Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2013-08-12    First Sale Yet to Occur
   Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity X Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $50,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $20,000,000 USD
or    Indefinite
Total Amount Sold $1,550,000 USD
Total Remaining to be Sold $18,450,000 USD
or    Indefinite

Clarification of Response (if Necessary):

Total Offering Amount is subject to an increase of up to $20,000,000, for a total of $40,000,000, at the General Partner's election.

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
3

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

All sales are made through subscriptions by feeder funds and no sales commission or finder's fee is paid.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$815,800 USD
X Estimate

Clarification of Response (if Necessary):

Assumes $20,000,000 sold. Per $50,000 unit sold, the General Partner will receive an Expense fee of 1.5%, an Acquisition fee of $300 per Royalty acre acquired by the Issuer (386 acres assumed) & an Administration Fee of 2%.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Richfield Energy Partners Master Fund I, LP Mark E. Stutzman Mark Edward Stutzman Attorney-in-fact 2013-11-13

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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.