Wexford Capital Form 4 Diamondback Energy / JOSEPH JACOBS ownership change

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^*

WEXFORD CAPITAL LP

(Last) (First) (Middle)

411 WEST PUTNAM AVENUE

SUITE 125

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Diamondback Energy, Inc. [ FANG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2015

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
Common Stock, par value $0.01								77,054(1)	D
Common Stock, par value $0.01	08/28/2015		S		1,315(2)	D	$67.5396	832,996	I	See footnotes(3)(4)
Common Stock, par value $0.01	08/31/2015		S		240,000(2)	D	$68.4497	592,996	I	See footnotes(3)(4)

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

1. Name and Address of Reporting Person^*

WEXFORD CAPITAL LP

(Last) (First) (Middle)

411 WEST PUTNAM AVENUE

SUITE 125

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DAVIDSON CHARLES E

(Last) (First) (Middle)

C/O WEXFORD CAPITAL LP

411 WEST PUTNAM AVE.

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JACOBS JOSEPH

(Last) (First) (Middle)

C/O WEXFORD CAPITAL LP

411 WEST PUTNAM AVENUE, SUITE 125

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wexford GP LLC

(Last) (First) (Middle)

C/O WEXFORD CAPITAL LP

SUITE 125

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. Since the date of the last group filing, Wexford Capital LP ("Wexford") received 1,578 Restricted Stock Units ("RSUs") which were granted to Steve West in respect of his service as a member of the Board of Directors of the Issuer, and assigned by Mr. West to Wexford. Of these RSUs, 526 vested on August 25, 2015 and the remaining 1,052 RSU will vest in two equal annual installments beginning on July 1, 2016. The grant of these RSUs was reported on a Form 4 filed by Mr. West on September 1, 2015. All such RSUs are included herein.

2. The securities disposed of were held by DB Energy Holdings LLC ("DB Energy"), Wexford Catalyst Fund, L.P. ("WCF"), Wexford Spectrum Fund, L.P. ("WSF"), Spectrum Intermediate Fund Limited ("SIF") and Catalyst Intermediate Fund Limited ("CIF" and, together with DB Energy, WCF, WSF and SIF, the "Funds").

3. This form is jointly filed by Wexford, Charles E. Davidson ("Davidson"), Joseph M. Jacobs ("Jacobs"), and Wexford GP LLC ("Wexford GP"). The common stock shown as beneficially owned by Davidson, Jacobs, Wexford GP and Wexford reflect common stock owned of record by the Funds. Wexford serves as manager, investment advisor or sub advisor of each of the Funds, and as such may be deemed to share beneficial ownership of the securities beneficially owned by the Funds. Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the securities beneficially owned by the Funds. (continued under Footnote (4) below)

4. (continued from Footnote (3) above) Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any securities beneficially owned by the Funds for which Wexford serves as manager, investment advisor or sub advisor. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of his or its actual pecuniary interest therein.

Remarks:

	Wexford Capital LP, By: Wexford GP LLC, its general partner By: Arthur Amron, Vice President and Assistant Secretary	09/01/2015
	Wexford GP LLC, By: Arthur Amron, Vice President and Assistant Secretary	09/01/2015
	Charles E. Davidson	09/01/2015
	Joseph M. Jacobs	09/01/2015
	** Signature of Reporting Person	Date
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