SEC FORM 3

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^*

Collins Steven C.

(Last)

(First)

(Middle)

1400 WOODLOCH FOREST DR., SUITE 300

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2022

3. Issuer Name and Ticker or Trading Symbol
EARTHSTONE ENERGY INC [ ESTE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and COO

5. 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 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)
Class A Common Stock	343,899⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Performance Unit	⁽²⁾	12/31/2023	Class A Common Stock	144,000	⁽²⁾	D
Performance Unit	⁽³⁾	12/31/2024	Class A Common Stock	63,765	⁽³⁾	D

Explanation of Responses:

1. Includes 73,750 restricted stock units ("RSUs") that are subject to the terms of restricted stock unit agreements and vest as to 11,620 RSUs on June 30, 2022, 11,620 RSUs on September 30, 2022, 11,620 RSUs on December 31, 2022, 6,861 RSUs on March 31, 2023, 6,861 RSUs on June 30, 2023, 6,862 RSUs on September 30, 2023, 6,861 RSUs on December 31, 2023, 2,861 RSUs on March 31, 2024, 2,861 RSUs on June 30, 2024, 2,861 RSUs on September 30, 2024 and 2,861 RSUs on December 31, 2024. Each RSU represents the contingent right to receive one share of Class A common stock of the Issuer.

2. This performance unit award is subject to the terms of the performance unit agreement. The vesting of the award is subject to the satisfaction of certain performance criteria in the period beginning January 1, 2021 and ending December 31, 2023. The units are valued on a one-to-one basis to the Class A common stock of the Issuer and are intended to be settled in cash but may be settled in stock upon vesting. The number of shares of Class A common stock applicable to the award can range from 0% to 200% of the number presented above.

3. This performance unit award is subject to the terms of the performance unit agreement. The vesting of the award is subject to the satisfaction of certain performance criteria in the period beginning January 1, 2022 and ending December 31, 2024. The units are valued on a one-to-one basis to the Class A common stock of the Issuer and are intended to be settled in cash but may be settled in stock upon vesting. The number of shares of Class A common stock applicable to the award can range from 0% to 200% of the number presented above.

Remarks:

	/s/ Steven C. Collins	05/09/2022
	** 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 5 (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.