0000899243-23-020124.txt : 20231102 0000899243-23-020124.hdr.sgml : 20231102 20231102211753 ACCESSION NUMBER: 0000899243-23-020124 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231101 FILED AS OF DATE: 20231102 DATE AS OF CHANGE: 20231102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Collins Steven C. CENTRAL INDEX KEY: 0001628376 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35049 FILM NUMBER: 231374278 MAIL ADDRESS: STREET 1: 1400 WOODLOCH FOREST DRIVE STREET 2: SUITE 300 CITY: THE WOODLANDS STATE: TX ZIP: 77380 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EARTHSTONE ENERGY INC CENTRAL INDEX KEY: 0000010254 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840592823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1400 WOODLOCH FOREST DRIVE STREET 2: SUITE 300 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 281-298-4246 MAIL ADDRESS: STREET 1: 1400 WOODLOCH FOREST DRIVE STREET 2: SUITE 300 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: BASIC EARTH SCIENCE SYSTEMS INC DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-11-01 1 0000010254 EARTHSTONE ENERGY INC ESTE 0001628376 Collins Steven C. 1400 WOODLOCH FOREST DRIVE SUITE 300 THE WOODLANDS TX 77380 0 1 0 0 EVP and COO 0 Class A Common Stock 2023-11-01 4 M 0 288000 A 733273 D Class A Common Stock 2023-11-01 4 M 0 127530 A 860803 D Class A Common Stock 2023-11-01 4 M 0 71470 A 932273 D Class A Common Stock 2023-11-01 4 A 0 61260 A 993533 D Class A Common Stock 2023-11-01 4 D 0 993533 D 0 D Performance Unit 2023-11-01 4 M 0 288000 D Common Stock 288000 0 D Performance Unit 2023-11-01 4 M 0 127530 D Common Stock 127530 0 D Performance Unit 2023-11-01 4 M 0 71470 D Common Stock 71470 0 D This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 21, 2023, by and among Earthstone Energy, Inc., a Delaware corporation (the "Issuer"), Earthstone Energy Holdings, LLC, a Delaware limited liability company, Permian Resources Corporation, a Delaware corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub II"), and Permian Resources Operating, LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, on November 1, 2023 (the "Merger Effective Time"), Merger Sub I merged with and into the Issuer and such surviving corporation merged into Merger Sub II with Merger Sub II surviving as a direct, wholly owned subsidiary of Permian. Pursuant to the Merger Agreement, each share of Class A Common Stock of the Issuer beneficially owned by the Reporting Person at the Merger Effective Time was exchanged for the right to receive 1.446 shares of Class A common stock, par value $0.0001 per share of Permian, with cash paid in lieu of the issuance of fractional shares (the "Merger Consideration"). Represents shares of Class A Common Stock issued by the Issuer from the vesting and settlement of a performance unit award. Pursuant to the Merger Agreement, the performance criteria of each outstanding performance unit award was deemed satisfied at maximum performance immediately prior to the Merger Effective Time and converted into the right to receive the Merger Consideration. /s/ Steven C. Collins 2023-11-02