Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

EnCap Partners GP, LLC

(Last)

(First)

(Middle)

9651 KATY FREEWAY, SUITE 600

(Street)

HOUSTON

77024

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/01/2023		D⁽²⁾⁽³⁾		22,122,820⁽⁴⁾	D	⁽²⁾⁽³⁾	0	I	See footnotes⁽¹⁾⁽⁴⁾
Class B Common Stock	11/01/2023		D⁽²⁾⁽³⁾		33,956,524⁽⁵⁾	D	⁽²⁾⁽³⁾	0	I	See footnotes⁽¹⁾⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OpCo Units	⁽²⁾⁽³⁾	11/01/2023		D⁽²⁾⁽³⁾			33,956,524⁽⁵⁾	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	33,956,524	⁽²⁾⁽³⁾	0	I	See footnotes⁽¹⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

EnCap Partners GP, LLC

(Last)

(First)

(Middle)

9651 KATY FREEWAY, SUITE 600

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EnCap Energy Capital Fund VIII, L.P.

(Last)

(First)

(Middle)

9651 KATY FREEWAY, SUITE 600

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bold Energy Holdings, LLC

(Last)

(First)

(Middle)

C/O ENCAP INVESTMENTS L.P.

9651 KATY FREEWAY, SUITE 600

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EnCap Energy Capital Fund IX, L.P.

(Last)

(First)

(Middle)

9651 KATY FREEWAY, SUITE 600

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EnCap Energy Capital Fund XI, L.P.

(Last)

(First)

(Middle)

9651 KATY FREEWAY, SUITE 600

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

Explanation of Responses:

1. EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the 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 the general partners 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 Bold Energy Holdings, LLC ("Bold"). Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI").

2. On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").

3. (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.

4. Of the reported shares of Class A common stock, 2,303,000 shares were directly held of record by Fund VIII, and 19,819,820 shares were directly held of record by Fund XI.

5. Of the reported shares of Class B common stock, 33,956,524 shares (and an equivalent number of OpCo Units) were directly held of record by Bold.

Remarks:

The filing of this Form 4 constitutes an exit filing by the Reporting Person as former holders of more than 10% as a beneficial owner of the Issuer.

	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	11/03/2023
	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	11/03/2023
	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	11/03/2023
	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	11/03/2023
	EnCap Partners GP, By: /s/ Douglas E. Swanson, Jr., Managing Director	11/03/2023
	** 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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