Michael Eberhard Form 4 SRC Energy / Michael Eberhard 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^*

Eberhard Michael

(Last) (First) (Middle)

1675 BROADWAY

SUITE 2600

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SRC Energy Inc. [ SRCI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	01/29/2018		A		27,438(1)(2)	A	$0	135,509	D

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
Performance Share Units	$0.0	01/29/2018		A		27,438(3)		(4)	12/31/2020	Common Stock	27,438	$0	27,438	D
Performance Share Units	$0.0	01/29/2018		A		23,519(3)		(5)	12/31/2020	Common Stock	23,519	$0	23,519(4)	D

Explanation of Responses:

1. Reflects a grant of restricted stock units ("RSUs") that will vest 33% on January 29, 2019, and 34% on each of January 19, 2020 and January 19, 2021 provided that the recipient continues to provide substantial services to the Company or an affiliate continuously through the applicable vesting dates.

2. The number of shares granted was determined by dividing the individual's Award Value for RSUs by the ten trading day volume weighted average closing price of one share of the Company's common stock, as reported by the NYSE American, for the period ending January 1, 2018 (being $8.259 per share), rounded to the nearest whole number.

3. The number of shares granted was determined by dividing the individual's Award Value for PSUs by the ten trading day volume weighted average closing price of one share of the Company's common stock, as reported by the NYSE American, for the period ending January 1, 2018 (being $8.259 per share), rounded to the nearest whole number.

4. The reporting person may vest in 0% - 200% of the Target Performance Share Units based on the relative Total Shareholder Return (TSR) of the Company between January 1, 2018 and December 31, 2020, as measured against the TSR of certain peer companies over that period, provided that the recipient continues to provide substantial services to the Company or an affiliate continuously from the grant date through December 31, 2020.

5. The reporting person may vest in 0% - 200% of the Target Goal-Based Performance Share Units based on the Compensation Committee's assessment of the Company's achievement of goals identified over the performance period, provided that the recipient continues to provide substantial services to the Company or an affiliate continuously from the grant date through December 31, 2020.

Remarks:

	/s/ Cathleen M. Osborn, Attorney-in-Fact	04/03/2018
	** 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).
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