Diamondback Energy (FANG) 8-K Entry into a Material Definitive Agreement

Exhibit 3.1

Certificate of Amendment No. 2 to

the Amended and Restated Certificate of Incorporation of

Diamondback Energy, Inc.

(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

Diamondback Energy, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1.    The name of the Corporation is Diamondback Energy, Inc.

2.    Article IV of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended by striking Section 4.1 in its entirety and replacing it with the following:

“Section 4.1 Authorized Capital Stock. The total number of shares of capital stock that the Corporation is authorized to issue is 410,000,000 shares, divided into two classes consisting of 400,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), and 10,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”).”

3.    The above-referenced amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Diamondback Energy, Inc. has caused this Certificate of Amendment to be executed as of June 3, 2021.

DIAMONDBACK ENERGY, INC.
By:	/s/ Matt Zmigrosky
Name:	Matt Zmigrosky
Title:	Executive Vice President, General Counsel and Secretary