0000899243-23-020126.txt : 20231102 0000899243-23-020126.hdr.sgml : 20231102 20231102211832 ACCESSION NUMBER: 0000899243-23-020126 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: KRAMER PHIL D CENTRAL INDEX KEY: 0001188626 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35049 FILM NUMBER: 231374280 MAIL ADDRESS: STREET 1: 4747 GAILLARDIA PARKWAY CITY: OKLAHOMA CITY STATE: OK ZIP: 73142 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 0001188626 KRAMER PHIL D 333 CLAY STREET #1600 HOUSTON TX 77002 1 0 0 0 0 Class A Common Stock 2023-11-01 4 D 0 123950 D 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 common stock, par value $0.0001 per share of Permian, with cash paid in lieu of the issuance of fractional shares. /s/ Phil D. Kramer 2023-11-02