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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X
 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*
Lumpkin Mark Jr
(Last) (First) (Middle)
1400 WOODLOCH FOREST DRIVE
SUITE 300
(Street)
THE WOODLANDS TX 77380
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP and CFO
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)
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
Class A Common Stock 11/01/2023 M(1)(2) 288,000(3) A (1)(2) 576,660 D
Class A Common Stock 11/01/2023 M(1)(2) 127,530(3) A (1)(2) 704,190 D
Class A Common Stock 11/01/2023 M(1)(2) 71,470(3) A (1)(2) 775,660 D
Class A Common Stock 11/01/2023 A(1)(2) 61,260(3) A (1)(2) 836,920 D
Class A Common Stock 11/01/2023 D 836,920 D (1)(2) 0 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 Unit (3) 11/01/2023 (3) M 288,000 (3) (3) Common Stock 288,000 (3) 0 D
Performance Unit (3) 11/01/2023 (3) M 127,530 (3) (3) Common Stock 127,530 (3) 0 D
Performance Unit (3) 11/01/2023 (3) M 71,470 (3) (3) Common Stock 71,470 (3) 0 D
Explanation of Responses:
1. This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 21, 2023, by and among Earthstone Energy, Inc., a Delaware corporation (the "Issuer"), Earthstone Energy Holdings, LLC, a Delaware limited liability company, Permian Resources Corporation, a Delaware corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub II"), and Permian Resources Operating, LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, on November 1, 2023 (the "Merger Effective Time"), Merger Sub I merged with and into the Issuer and such surviving corporation merged into Merger Sub II with Merger Sub II surviving as a direct, wholly owned subsidiary of Permian.
2. Pursuant to the Merger Agreement, each share of Class A Common Stock of the Issuer beneficially owned by the Reporting Person at the Merger Effective Time was exchanged for the right to receive 1.446 shares of Class A common stock, par value $0.0001 per share of Permian, with cash paid in lieu of the issuance of fractional shares (the "Merger Consideration").
3. Represents shares of Class A Common Stock issued by the Issuer from the vesting and settlement of a performance unit award. Pursuant to the Merger Agreement, the performance criteria of each outstanding performance unit award was deemed satisfied at maximum performance immediately prior to the Merger Effective Time and converted into the right to receive the Merger Consideration.
Remarks:
/s/ Mark Lumpkin, Jr. 11/02/2023
** 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).
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.
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