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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* HOLDER RANDALL J (Last) (First) (Middle) 500 WEST TEXAS, SUITE 1200 (Street) MIDLAND TX 79701 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Diamondback Energy, Inc. [ FANG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, General Counsel, Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 11/18/2014
	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	11/18/2014		M		4,286	A	(3)	13,131(2)	D
Common Stock	11/18/2014		S(1)		1,643	D	$63.6919(4)	11,488	D
Common Stock	11/18/2014		S(1)		500	D	$64.7346(5)	10,988	D
Common Stock	11/20/2014		S		2,143	D	$66.5467(6)	8,845	D
Common Stock	11/20/2014		M		12,500	A	$17.5	21,345	D
Common Stock	11/20/2014		S		12,500	D	$66.3464(7)	8,845	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
Restricted Stock Units	(3)	11/18/2014		M			4,286(8)	(8)	(8)	Common Stock	4,286	$0.00	0(9)	D
Stock Option (right to buy)	$17.5	11/20/2014		M			12,500(10)	(10)	11/18/2016(10)	Common Stock	12,500(10)	$0.00	12,500(10)	D

Explanation of Responses:

1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 20, 2014.

2. This number includes 8,845 restricted stock units that have not yet vested and settled, which were previously reported on Table II. Of these 8,845 restricted stock units, 4,285 will vest on November 18, 2015, and 4,560 restricted stock units will vest in two equal annual installments beginning on January 2, 2015.

3. Restricted stock units convert into common stock on a one-for-one basis.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.170 to $64.015, inclusive. The reporting person undertakes to provide to Diamondback Energy, Inc., any security holder of Diamondback Energy, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 4 through 7 of this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.290 to $64.990, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.31 to $67.00, inclusive

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.180 to $67.010, inclusive.

8. On October 11, 2012, the reporting person was granted 17,143 restricted stock units, of which 8,572 restricted stock units have previously vested and settled and 4,286 restricted stock units vested on November 18, 2014. The remaining 4,285 restricted stock units will vest on November 18, 2015.

9. The reporting person has 8,845 restricted stock units that have not yet vested and settled. These restricted stock units have been moved to Table I and are not reported on Table II.

10. All options exercised vested on November 18, 2014. The remaining options to purchase 12,500 shares of common stock will vest on November 18, 2015.

Remarks:

	/s/ Randall J. Holder	11/20/2014
	** Signature of Reporting Person	Date
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