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*
Warburg Pincus Private Equity (E&P) XI-A, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/07/2021
4. 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 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
Class A Common Stock 01/07/2021 P 638,744 A $3.99 13,358,338 I See footnotes(1)(2)(3)(4)
Class A Common Stock 01/07/2021 J(5) 120,228 D $0.00 13,238,110 I See footnotes(1)(2)(3)(4)
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
1. Name and Address of Reporting Person*
Warburg Pincus Private Equity (E&P) XI-A, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus XI (E&P) Partners - A, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WP IRH Holdings, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus XI (E&P) Partners-B IRH, LLC

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WARBURG PINCUS XI (E&P) PARTNERS-B, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WARBURG PINCUS (E&P) XI, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WARBURG PINCUS (E&P) XI LLC

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WARBURG PINCUS PARTNERS (E&P) XI LLC

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WARBURG PINCUS LLC

(Last) (First) (Middle)
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. Following the transactions reported herein, includes: 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"), 101,492 shares held of record by Warburg Pincus Energy (E&P) Partners-B IRH, LLC ("WPE E&P Partners B IRH"), 300,946 shares held of record by Warburg Pincus Energy (E&P) Partners-A, L.P. ("WPE E&P Partners A") and 4,982,825 shares held of record by Warburg Pincus Energy (E&P)-A, L.P. ("WPE E&P A").
2. 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.
3. Warburg Pincus Energy (E&P) Partners-B, L.P. ("WPE E&P Partners B") is the general partner of WPE E&P Partners B IRH. Warburg Pincus (E&P) Energy GP, L.P. ("WPE E&P GP") is the general partner of WPE IRH Holdings, WPE Partners IRH Holdings, WPE E&P Partners B, WPE E&P Partners A, and WPE E&P A. Warburg Pincus (E&P) Energy LLC ("WPE E&P GP LLC") is the general partner of WPE E&P GP.
4. Warburg Pincus Partners II (US), L.P. ("WPP II US") is the managing member of WPP E&P XI and WPE E&P GP 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 E&P XI A, WP XI E&P Partners A, WPE E&P Partners A, and WPE E&P A.
5. Immediately following the acquisition of shares of Class A Common Stock reported herein, Independence Resources Holdings, LLC disposed of all of its shares of Class A Common Stock in a pro-rata distribution in-kind to its members for no consideration.
Remarks:
Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
Warburg Pincus Private Equity (E&P) XI - A, L.P. By: Warburg Pincus & Company US, LLC By: /s/ Robert B. Knauss, Authorized Signatory 01/11/2021
Warburg Pincus XI (E&P) Partners - A, L.P. By: Warburg Pincus & Company US, LLC By: /s/ Robert B. Knauss, Authorized Signatory 01/11/2021
WP IRH Holdings, L.P. By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 01/11/2021
Warburg Pincus XI (E&P) Partners-B IRH, LLC By: Warburg Pincus & Company US, LLC By: /s/ Robert B. Knauss, Authorized Signatory 01/11/2021
Warburg Pincus XI (E&P) Partners - B, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 01/11/2021
Warburg Pincus (E&P) XI, L.P. By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 01/11/2021
Warburg Pincus (E&P) XI LLC By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 01/11/2021
Warburg Pincus Partners (E&P) XI LLC By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 01/11/2021
Warburg Pincus LLC By: /s/ Robert B. Knauss, Authorized Signatory 01/11/2021
** 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).
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