SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Flatonia Energy, LLC (Last) (First) (Middle) 700 LOUISIANA ST., SUITE 5000 (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/19/2014	3. Issuer Name and Ticker or Trading Symbol EARTHSTONE ENERGY INC [ ESTE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share ("Common Stock")	2,957,288	I	See Footnotes.(1)(2)(3)(4)(5)(6)(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Flatonia Energy, LLC (Last) (First) (Middle) 700 LOUISIANA ST., SUITE 5000 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ERR FI Flatonia Holdings, LLC (Last) (First) (Middle) 700 LOUISIANA ST., SUITE 5000 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ERR FI II Flatonia Intermediate, L.P. (Last) (First) (Middle) 700 LOUISIANA ST., SUITE 5000 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Parallel Resource Partners, LLC (Last) (First) (Middle) 700 LOUISIANA ST., SUITE 5000 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bluescape Energy Partners LLC (Last) (First) (Middle) 200 CRESCENT CT. #200 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bluescape Resources Co LLC (Last) (First) (Middle) 200 CRESCENT CT. #200 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Energy Recapitalization & Restructuring FI, Ltd. (Last) (First) (Middle) 700 LOUISIANA ST., SUITE 5000 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Energy Recapitalization & Restructuring FI Fund, L.P. (Last) (First) (Middle) 700 LOUISIANA ST., SUITE 5000 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Flatonia Holdings, LLC (Last) (First) (Middle) 700 LOUISIANA ST., SUITE 5000 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of Common Stock reported herein are directly beneficially owned by Flatonia Energy, LLC, a Delaware limited liability company ("Flatonia"). As of the date hereof, for purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Flatonia and the other Reporting Persons may be each deemed to be the beneficial owner of an aggregate of 2,957,288 shares of Common Stock, representing 21.4% of the outstanding shares of ESTE's outstanding Common Stock, based on a total of 13,819,100 shares of Common Stock, which ESTE has represented to the Reporting Persons was outstanding as of December 19, 2014.

2. (Continued From Footnote 1) The filing of this statement on Form 3 shall not be construed as an admission that any Reporting Person other than Flatonia is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any of the shares of Common Stock. Pursuant to Rule 13d-4, each such Reporting Person disclaims all such beneficial ownership.

3. Flatonia Holdings, LLC, a Delaware limited liability company ("Flatonia Holdings") owns, directly and indirectly, 100% of the membership interests of Flatonia.

4. Energy Recapitalization and Restructuring Fund, L.P., a Delaware limited partnership ("ERR") owns 41.8%, ERR FI Flatonia Holdings, LLC, a Delaware limited liability company ("ERR FI Flatonia Holdings") owns 3.3% and ERR FI II Flatonia Intermediate, L.P., a Delaware limited partnership ("ERR FI II Flatonia Intermediate") owns 14.4%, in each case, of the membership interests of Flatonia Holdings.

5. Energy Recapitalization and Restructuring FI, Ltd, a Cayman Islands exempted company ("ERR FI Ltd.") owns 100% of the membership interests of ERR FI Flatonia Holdings, and Energy Recapitalization and Restructuring FI Fund, L.P., a Cayman Islands limited partnership ("ERR FI") owns 100% of the issued and outstanding shares of stock of ERR FI Ltd.

6. As set forth above, ERR, ERR FI and ERR FI II Flatonia Intermediate (collectively, the "ERR Entities") own 59.6% of the membership interests of Flatonia Holdings. Parallel Resource Partners, LLC, a Delaware limited liability company ("Parallel") serves as the general partner of, and has the power to direct the affairs of, each of the ERR Entities. Parallel also serves as the manager of Flatonia Holdings and owns, directly or indirectly, 1.5% of the membership interests of Flatonia Holdings. The board of managers of Parallel consists of Clint D. Carlson, C. John Wilder, Jr., Ron Hulme, John K. Howie, and Jonathan Siegler.

7. Together, Carlson Energy Partners I, LLC, a Delaware limited liability company ("CEP I") and Bluescape Energy Partners LLC, a Delaware limited liability company ("BEP") have the power to direct the affairs of Parallel. Additionally, CEP I and BEP each own 50% of the outstanding membership interests of Parallel. Together, Carlson Energy Corp., a Delaware corporation ("Carlson Corp."), Ron Hulme and John K. Howie form the board of managers CEP I and have the power to direct its affairs. Collectively, Carlson Corp., Ron Hulme and John Howie own 100% of the membership interests of CEP I. Mr. Clint D. Carlson has the power to direct the affairs of Carlson Corp., as its President. Bluescape Resources Company LLC, a Delaware limited liability company ("Bluescape Resources") owns 100% of the membership interests of BEP and has the power to direct the affairs of BEP. Mr. C. John Wilder, Jr. has the power to direct the affairs of Bluescape Resources as its Executive Chairman.

Remarks:

Form 1 of 2 This Form 3 is filed on behalf of Flatonia. Flatonia Holdings, the ERR Entities, ERR FI Flatonia Holdings, ERR FI Ltd., Parallel, CEP I, Carlson Corp., BEP, Bluescape Resources, Ron Hulme, John K. Howie, Clint D. Carlson and C. John Wilder, Jr. (collectively, the "Reporting Persons"). At the current time, CEP I, ERR, John K. Howie, and Carlson Corp. either do not have the necessary SEC filing codes or need to update their passphrase to access their CCC codes. CEP I, ERR, John K. Howie, and Carlson Corp. are therefore not reporting parties and are currently obtaining the necessary filing codes and updated passphrases, as applicable, and upon receipt will file an amended Form3.

	FLATONIA ENERGY, LLC, By: /s/ John K. Howie, Name: John K. Howie, Title: President	12/29/2014
	FLATONIA HOLDINGS, LLC, By: Parallel Resource Partners, LLC, its manager, By: /s/ Ron Hulme, Name: Ron Hulme, Title: Chief Executive Officer	12/29/2014
	BLUESCAPE RESOURCES COMPANY LLC, By: /s/ C. John Wilder, Jr., Name: C. John Wilder, Jr., Title: Executive Chairman	12/29/2014
	ERR FI FLATONIA HOLDINGS, LLC, By: Energy Recapitalization and Restructuring FI, Ltd., its managing member, By: /s/ Ron Hulme, Name: Ron Hulme, Title: Director	12/29/2014
	ENERGY RECAPITALIZATION AND RESTRUCTURING FI, LTD., By: /s/ Ron Hulme, Name: Ron Hulme, Title: Director	12/29/2014
	ENERGY RECAPITALIZATION AND RESTRUCTURING FI FUND, L.P., By: Parallel Resource Partners, LLC, its general partner, By: /s/ Ron Hulme, Name: Ron Hulme, Title: Chief Executive Officer	12/29/2014
	ERR FI II FLATONIA INTERMEDIATE, L.P., By: Parallel Resource Partners, LLC, its general partner, By: /s/ Ron Hulme, Name: Ron Hulme, Title: Chief Executive Officer	12/29/2014
	PARALLEL RESOURCE PARTNERS, LLC, By: /s/ Ron Hulme, Name: Ron Hulme, Title: Chief Executive Officer	12/29/2014
	BLUESCAPE ENERGY PARTNERS LLC, By: /s/ C. John Wilder, Jr., Name: C. John Wilder, Jr., Title: Executive Chairman	12/29/2014
	** 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 5 (b)(v).
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