Earthstone Energy (ESTE) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bold Energy Holdings, LLC

(Last) (First) (Middle)

C/O ENCAP INVESTMENTS L.P.

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EARTHSTONE ENERGY INC [ ESTE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	05/18/2017		J(2)			1,464,304	(1)	(1)	Class A Common Stock	1,464,034	(2)	34,606,524	D

1. Name and Address of Reporting Person^*

Bold Energy Holdings, LLC

(Last) (First) (Middle)

C/O ENCAP INVESTMENTS L.P.

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnCap Energy Capital Fund IX, L.P.

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnCap Partners, LLC

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. Upon the closing of the transactions contemplated by that certain Contribution Agreement dated as of November 7, 2016, and as amended on March 21, 2017, by and among Earthstone Energy, Inc. (the "Issuer"), Earthstone Energy Holdings, LLC ("EEH"), Lynden USA Inc., Lynden USA Operating, LLC, Bold Energy Holdings, LLC ("Bold Holdings") and Bold Energy III LLC, Bold Holdings received 36,070,8282 shares of Class B Common Stock. Each share of Class B Common Stock represents the right to receive, at Bold Holdings' discretion, either one share of Class A Common Stock of the Issuer or its equivalent in cash, in exchange for one share of Class B Common Stock and one Unit of EEH, in accordance with the terms and subject to the restrictions set forth in the First Amended and Restated Limited Liability Company Agreement of EEH.

2. Bold Holdings redeemed (a) all of the Class B Units of Bold Holdings held by Bold Energy Management III LLC ("Bold Management") in exchange for the distribution of 1,246,375 Units of EEH and 1,246,375 shares of Class B Common Stock to Bold Management and (b) all of the Class B Units of Bold Holdings held by Bold Energy Management Holdings III LLC ("Bold Management Holdings") in exchange for the distribution of 217,929 Units o fEEH and 217,929 shares of Class B Common Stock to Bold Management Holdings and, following such redemption and distribution, cancel all of the outstanding Class B Units of Bold Holdings.

Remarks:

EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") directly holds 100% of the membership interests of Bold Holdings. Accordingly, EnCap Fund IX may be deemed to beneficially own the reported securities. EnCap Partners, LLC ("EnCap Partners") is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the general partner of EnCap Fund IX. Therefore, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments LP and EnCap Fund IX GP may be deemed to beneficially own the reported securities. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose. (3) Signed by Robert L. Zorich in his capacity as a Manager of Bold Energy Holdings, LLC (4) Signed by Robert L. Zorich in his capacity as the Managing Partner of EnCap Investments GP, L.L.C., the General Partner of EnCap Investments L.P., the General Partner of EnCap Equity Fund IX GP, L.P., the General Partner of EnCap Energy Capital Fund IX (5) Signed by Robert L. Zorich in his capacity as the Managing Partner of EnCap Partners, LLC

	/s/ Robert L. Zorich (3)	05/22/2017
	/s/ Robert L. Zorich (4)	05/22/2017
	/s/ Robert L. Zorich (5)	05/22/2017
	** Signature of Reporting Person	Date
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