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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol EARTHSTONE ENERGY INC [ ESTE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/06/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 07/06/2022 | M(5) | 19,819,820(5) | A | (5) | 22,122,820(4) | I | See footnotes(1)(2)(3)(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Convertible Preferred Stock | (5) | 07/06/2022 | M(5) | 220,000 | (5) | (5) | Class A Common Stock | 19,819,820 | (5) | 0 | I | See footnotes(1)(2)(3)(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. EnCap Partners GP, LLC ("EnCap Partners GP") is general partner of EnCap Partners, LP ("EnCap Partners"), which is managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is general partner of EnCap Investments L.P. ("Investments LP"), which is general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are general partner of EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bolding Energy Holdings, LLC ("Bold"). |
| 2. (Continued from footnote 1): Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI"). Fund XI directly owns 19,819,820 shares of Class A Common Stock (the "Class A Common Stock") of Earthstone Energy, Inc. (the "Issuer"). |
| 3. (Continued from footnote 2): Therefore, each EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. |
| 4. Consists of 19,819,820 shares of Class A Common Stock that are directly held by Fund XI and 2,303,000 shares of Class A Common Stock that are directly held by Fund VIII. |
| 5. On June 15, 2022, the Issuer mailed an Information Statement, filed with the Securities and Exchange Commission on Schedule 14C on June 15, 2022, to its stockholders and, consequently, in accordance with the terms of the Certificate of Designation, the automatic conversion of the Series A Convertible Preferred Stock (the "Preferred Stock") into shares of Class A Common Stock described in the Information Statement occurred on July 6, 2022. As a result of such conversion (the "July 2022 Conversion"), all 220,000 shares of Preferred Stock held by EnCap Fund XI immediately prior to the effective time of the July 2022 Conversion were automatically converted into 19,819,820 aggregate shares of Class A Common Stock. |
| Remarks: |
| Fund VIII, By: Fund VIII GP, its general partner, Investments LP, its general partner, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director | 07/07/2022 | |
| Bold Energy Holdings, LLC, By: Fund IX, its sole member, Fund IX GP, its general partner, Investments LP, its general partner, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director | 07/07/2022 | |
| Fund IX, By: Fund IX GP, its general partner, Investments LP, its general partner, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director | 07/07/2022 | |
| Fund XI, By: Fund XI GP, its general partner, Fund XI LLC, its general partner, Investments LP, its sole member, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director | 07/07/2022 | |
| EnCap Partners GP, By: /s/ Douglas E. Swanson, Jr., Managing Director | 07/07/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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. | ||