SEC FORM 4

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^*

Robertson Monroe W Jr

(Last)

(First)

(Middle)

633 17TH STREET, SUITE 1645

(Street)

DENVER

80202

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2011

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)
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)
Common Stock, $0.001 par value	04/01/2011		M		1,202	A	⁽¹⁾	7,967	D
Common Stock, $0.001 par value	04/01/2011		M		1,497	A	⁽²⁾	9,464	D
Common Stock, $0.001 par value	04/01/2011		M		1,453	A	⁽³⁾	10,917	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)
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)
Restricted Stock Award	⁽¹⁾	04/01/2011		M			1,202	⁽¹⁾	⁽¹⁾	Common Stock	1,202	$0	7,353	D
Restricted Stock Award	⁽²⁾	04/01/2011		M			1,497	⁽²⁾	⁽²⁾	Common Stock	1,497	$0	5,856	D
Ristricted Stock Award	⁽³⁾	04/01/2011		M			1,453	⁽³⁾	⁽³⁾	Common Stock	1,453	$0	4,403	D
Restricted Stock Award	⁽⁴⁾	04/01/2011		M		1,867		⁽⁴⁾	⁽⁴⁾	Common Stock	1,867	$0	6,270	D

Explanation of Responses:

1. Restricted Stock Award represents contingent right to receive 3,606 (pre- December 31, 2010 reverse stock split 36,036) shares of stock. The restricted stock award vests in three annual installments of 1,202 shares beginning April 1, 2009. All remaining shares for this stock award were issued on June 19, 2009.

2. Restricted Stock Award represents contingent right to receive 4,491 (pre- December 31, 2010 reverse stock split 44,889) shares of stock. The restricted stock award vests in three annual installments of 1,497 shares beginning April 1, 2010. All shares for this stock award were issued on June 19, 2009.

3. Restricted Stock Award represents contingent right to receive 4,359 (pre- December 31, 2010 reverse stock split 43,584) shares of stock. The restricted stock award vests in three annual installments of 1,453 shares beginning April 1, 2011. All shares for this stock award were issued on May 27, 2010.

4. Restricted Stock Award represents contingent right to receive 1,867 shares of stock. The restricted stock award vests in three annual installments as follows: 623 on April 1, 2012, 622 on April 1, 2013, and 622 on April 1, 2014. All shares for this stock award were issued on June 9, 2011.

	/s/ Monroe W. Robertson	06/24/2011
	** 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).
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