| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EARTHSTONE ENERGY INC [ ESTE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/15/2022 | J(1) | 13,151,846 | A | (1) | 26,389,956 | I | See footnotes(2)(3)(4)(5)(6)(7)(8)(9)(10)(11) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reported securities were received pursuant to a pro-rata distribution in-kind for no consideration that was or will be made pro rata to all members of Chisholm Energy Holdings, LLC in connection with the sale of certain interests in oil and gas leases and related property to the Issuer and which acquisitions are exempt from Section 16(b) pursuant to Rule 16a-9. Such securities include an aggregate of 3,008,485 shares ("Escrow Shares") placed in escrow for indemnification claims and held for the benefit of the Chisholm Holders (as defined below). Subject to customary holdbacks for any pending indemnification claims, 50% of the remaining Escrow Shares will be released from escrow on August 15, 2022 and the remainder on February 15, 2023. |
| 2. Following the transactions reported herein, the shares include: (A) 2,123,393 shares held of record by Warburg Pincus Private Equity (E&P) XI - A, L.P. ("WP E&P XI A"), 163,270 shares held of record by Warburg Pincus XI (E&P) Partners - A, L.P. ("WP XI E&P Partners A"), 2,068,675 shares held of record by WP IRH Holdings, L.P. ("WP IRH Holdings"), 57,365 shares held of record by Warburg Pincus XI (E&P) Partners-B IRH, LLC ("WP XI E&P Partners B IRH"), 3,179,794 shares held of record by WP Energy IRH Holdings, L.P. ("WPE IRH Holdings"), 260,350 shares held of record by WP Energy Partners IRH Holdings, L.P. ("WPE Partners IRH Holdings") and 101,492 shares held of record by Warburg Pincus Energy (E&P) Partners-B IRH, LLC ("WPE E&P Partners B IRH") (such entities, collectively, the "Existing Holders"), and |
| 3. (cont. from footnote 2) (B) 525,185 shares (including 51,295 Escrow Shares) held of record by, or for the benefit of, Warburg Pincus Energy (E&P) Partners-A, L.P. ("WPE E&P Partners A"), 8,695,591 shares (including 849,295 Escrow Shares) held of record by, or for the benefit of, Warburg Pincus Energy (E&P)-A, L.P. ("WPE E&P A"), 2,369,305 shares (including 541,979 Escrow Shares) held of record by, or for the benefit of, WP Energy Chisholm Holdings, L.P. ("WPE Chisholm Holdings"), 193,990 shares (including 44,375 Escrow Shares) held of record by, or for the benefit of, WP Energy Partners Chisholm Holdings, L.P. ("WPEP Chisholm Holdings"), 75,623 shares (including 17,299 Escrow Shares) held of record by, or for the benefit of, Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC ("WPE E&P Partners B Chisholm"), |
| 4. (cont. from footnote 3) 2,403,171 shares (including 549,725 Escrow Shares) held of record by, or for the benefit of, Warburg Pincus Private Equity (E&P) XII (A), L.P. ("WP PE E&P XII"), 3,428,621 shares (including 784,298 Escrow Shares) held of record by, or for the benefit of, WP XII Chisholm Holdings, L.P. ("WP XII Chisholm Holdings"), 37,614 shares (including 8,604 Escrow Shares) held of record by, or for the benefit of, Warburg Pincus XII (E&P) Partners-2 Chisholm, LLC ("WP XII E&P Partners 2 Chisholm"), 57,671 shares (including 13,192 Escrow Shares) held of record by, or for the benefit of, Warburg Pincus Private Equity (E&P) XII-D (A), L.P. ("WP PE E&P XII D"), |
| 5. (cont. from footnote 4) 87,262 shares (including 19,961 Escrow Shares) held of record by, or for the benefit of, Warburg Pincus Private Equity (E&P) XII-E (A), L.P. ("WP PE E&P XII E"), 157,165 shares (including 35,951 Escrow Shares) held of record by, or for the benefit of, WP XII (E&P) Partners (A), L.P. ("WP XII E&P Partners A") and 404,419 shares (including 92,511 Escrow Shares) held of record by, or for the benefit of, Warburg Pincus XII (E&P) Partners-1, L.P. ("WP XII E&P Partners 1") (collectively, the "Chisholm Holders" and, together with the Existing Holders, the "Holders"). |
| 6. Warburg Pincus Energy (E&P) Partners-B, L.P. ("WPE E&P Partners B") is the managing member of WPE E&P Partners B Chisholm and the general partner of WPE E&P Partners B IRH. Warburg Pincus (E&P) Energy GP, L.P. ("WP E&P Energy GP") is the general partner of WPE E&P A, WPE E&P Partners A, WPE E&P Partners B, WPE IRH Holdings, WPE Partners IRH Holdings, WPE Chisholm Holdings and WPEP Chisholm Holdings. Warburg Pincus (E&P) Energy LLC ("WPE E&P Energy LLC") is the general partner of WP E&P Energy GP. |
| 7. Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners B") is the general partner of WP XI E&P Partners B IRH. Warburg Pincus (E&P) XI, L.P. ("WP XI E&P GP") is the general partner of WP E&P XI A, WP XI E&P Partners A, WP IRH Holdings, and WP XI E&P Partners B. Warburg Pincus (E&P) XI LLC ("WP XI E&P GP LLC") is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the managing member of WP XI E&P GP LLC. |
| 8. Warburg Pincus XII (E&P) Partners-2, L.P. ("WP XII E&P Partners 2") is the managing member of WP XII E&P Partners 2 Chisholm. Warburg Pincus (E&P) XII, L.P. ("WP E&P XII") is the general partner of WP XII E&P Partners 2, WP PE E&P XII, WP XII Chisholm Holdings, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners A and WP XII E&P Partners 1. Warburg Pincus (E&P) XII LLC ("WP E&P XII LLC") is the general partner of WP E&P XII. |
| 9. Warburg Pincus Partners II (US), L.P. ("WPP II US") is the managing member of WPP E&P XI, WP E&P XII LLC and WPE E&P Energy LLC. Warburg Pincus & Company US, LLC ("WP & Co. US LLC") is the general partner of WPP II US. Warburg Pincus LLC ("WP LLC") is a registered investment adviser, and the manager of WP PE E&P XII, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners 1, WP XII E&P Partners A, WP E&P XI A, WP XI E&P Partners A, WP XI E&P Partners B, WPE E&P Partners A, WPE E&P Partners B and WPE E&P A. |
| 10. Each Holder and each of WPE E&P Partners B, WP E&P Energy GP, WPE E&P Energy LLC, WP XI E&P Partners B, WP XI E&P GP, WP XI E&P GP LLC, WPP E&P XI, WP XII E&P Partners 2, WP E&P XII, WP E&P XII LLC, WPP II US, WP & Co. US LLC and WP LLC (collectively, the "Parent Entities" and, together with the Holders, the "Reporting Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Holders and, therefore, a "ten percent holder" hereunder. |
| 11. Each Holder and each Parent Entity disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
| Remarks: |
| Due to the limitations of the electronic filing system, certain Reporting Entities are filing a separate Form 4. |
| Warburg Pincus Private Equity (E&P) XI - A, L.P. By: Warburg Pincus & Company US, LLC By: /s/ Harsha Marti, Authorized Signatory | 02/17/2022 | |
| Warburg Pincus XI (E&P) Partners - A, L.P. By: Warburg Pincus & Company US, LLC By: /s/ Harsha Marti, Authorized Signatory | 02/17/2022 | |
| WP IRH Holdings, L.P. By: Warburg Pincus & Company US, LLC, By: /s/ Harsha Marti, Authorized Signatory | 02/17/2022 | |
| Warburg Pincus XI (E&P) Partners-B IRH, LLC By: Warburg Pincus & Company US, LLC By: /s/ Harsha Marti, Authorized Signatory | 02/17/2022 | |
| Warburg Pincus XI (E&P) Partners - B, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ Harsha Marti, Authorized Signatory | 02/17/2022 | |
| Warburg Pincus (E&P) XI, L.P. By: Warburg Pincus & Company US, LLC, By: /s/ Harsha Marti, Authorized Signatory | 02/17/2022 | |
| Warburg Pincus (E&P) XI LLC By: Warburg Pincus & Company US, LLC, By: /s/ Harsha Marti, Authorized Signatory | 02/17/2022 | |
| Warburg Pincus Partners (E&P) XI LLC By: Warburg Pincus & Company US, LLC, By: /s/ Harsha Marti, Authorized Signatory | 02/17/2022 | |
| Warburg Pincus LLC By: /s/ Harsha Marti, Authorized Signatory | 02/17/2022 | |
| ** 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. | ||