este-s8_20160413.htm

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Title of Securities	Amount to be	Proposed Maximum	Proposed Maximum	Amount of
to be Registered	Registered ⁽¹⁾	Offering Price Per Share ⁽²⁾	Aggregate Offering Price	Registration Fee
Common Stock, $0.001 Par Value	1,500,000	$11.68	$17,520,000	$1,764.26
Total	1,500,000	$11.68	$17,520,000	$1,764.26

(1)		Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, $0.001 par value per share (“Common Stock”), of Earthstone Energy, Inc., a Delaware corporation (the “Registrant”), as may be issued to prevent dilution from stock splits, stock dividends, and similar transactions.

(2)		Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h) of Rule 457 of the Securities Act on the basis of the average of the high and low prices of the Common Stock on the NYSE MKT on April 6, 2016, within five business days prior to filing.

TABLE OF CONTENTS
		Page
Part I		1
Part II		1
	Item 3. Incorporation of Documents by Reference	1
	Item 4. Description of Securities	1
	Item 5. Interests of Named Experts and Counsel	2
	Item 6. Indemnification of Directors and Officers	2
	Item 7. Exemption from Registration Claimed	2
	Item 8. Exhibits	2
	Item 9. Undertakings	3
Signatures

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.

We are subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith file reports, proxy statements and other information with the Commission. We hereby incorporate by reference into this Registration Statement the following documents previously filed with the Commission:

In addition, all documents which we file with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than, in each case, information furnished rather than filed) after the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold under this Registration Statement, shall be deemed to be incorporated by reference herein and to be part hereof from the respective dates of filing of such documents, provided that, unless specifically stated to the contrary, documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into or otherwise included in this Registration Statement. Any statement contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

The validity of the securities being offered from time to time under this Registration Statement will be passed upon for us by Jones & Keller, P.C. Reid A. Godbolt, a member of Jones & Keller, P.C., beneficially owns indirectly 0.186% of Oak Valley Resources, LLC, owner of record of 66.0% of our common stock as of the date of this Registration Statement, through a limited liability company he owns jointly with his spouse.

Article 8 of our certificate of incorporation provides for indemnification of our officers and directors, as well as our employees and agents, to the extent authorized by the Delaware General Corporation Law (“DGCL”). Pursuant to Section 145 of the DGCL, we generally have the power to indemnify our current and former directors, officers, employees and agents against expenses and liabilities that they incur in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, our best interests, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. The statute expressly provides that the power to indemnify or advance expenses authorized thereby is not exclusive of any rights granted under any charter provision, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to actions in such person’s official capacity and as to action in another capacity while holding such office.

We also have the power to purchase and maintain insurance for such directors and officers. Section 145 of the DGCL authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him. Earthstone has obtained directors’ and officers’ liability insurance with respect to liabilities arising out of certain matters, including matters arising under the Securities Act.

We have also entered into individual indemnification agreements with our directors and executive officers. These agreements indemnify those directors and officers to the fullest extent permitted by law against inordinate risks of claims and actions against them arising out of their service to and activities on our behalf.

The following exhibits are filed as part of or incorporated by reference into this Registration Statement:

Exhibit Number		Exhibit Title

5.1*		Opinion of Jones & Keller, P.C.

10.1		Earthstone Energy, Inc. 2014 Long-Term Incentive Plan (included as Exhibit 10.3 of the Current Report on Form 8-K filed by the Registrant on December 29, 2014 and incorporated by reference herein).

10.2		Amendment No. 1 to the Earthstone Energy, Inc. 2014 Long-Term Incentive Plan (included as Exhibit 10.1 of the Current Report on Form 8-K filed by the Registrant on October 26, 2015 and incorporated by reference herein).

23.1*		Consent of Weaver and Tidwell, L.L.P.

23.2*		Consent of Cawley, Gillespie & Associates, Inc.

23.5*		Consent of Jones & Keller, P.C. (included in Exhibit 5.1).

24.1*		Power of Attorney (included on signature page hereof).

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, State of Texas, on April 13, 2016.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Frank A. Lodzinski and G. Bret Wonson as his true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, for him in his name, place and stead, to sign in any and all capacities any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date

/s/ Frank A. Lodzinski	Chairman of the Board, Director, President and Chief Executive Officer (Principal Executive Officer)	April 13, 2016
Frank A. Lodzinski		April 13, 2016

/s/ G. Bret Wonson	Principal Financial Officer and Principal Accounting Officer	April 13, 2016
G. Bret Wonson		April 13, 2016

/s/ Jay F. Joliat	Director	April 13, 2016
Jay F. Joliat	Director	April 13, 2016

/s/ Ray Singleton	Director	April 13, 2016
Ray Singleton	Director	April 13, 2016

/s/ Douglas E. Swanson, Jr.	Director	April 13, 2016
Douglas E. Swanson, Jr.	Director	April 13, 2016

/s/ Brad A. Thielemann	Director	April 13, 2016
Brad A. Thielemann	Director	April 13, 2016

/s/ Zachary G. Urban	Director	April 13, 2016
Zachary G. Urban	Director	April 13, 2016

/s/ Robert L. Zorich	Director	April 13, 2016
Robert L. Zorich

Exhibit Number		Exhibit Title

5.1*		Opinion of Jones & Keller, P.C.

10.1		Earthstone Energy, Inc. 2014 Long-Term Incentive Plan (included as Exhibit 10.3 of the Current Report on Form 8-K filed by the Registrant on December 29, 2014 and incorporated by reference herein).

10.2		Amendment No. 1 to the Earthstone Energy, Inc. 2014 Long-Term Incentive Plan (included as Exhibit 10.1 of the Current Report on Form 8-K filed by the Registrant on October 26, 2015 and incorporated by reference herein).

23.1*		Consent of Weaver and Tidwell, L.L.P.

23.2*		Consent of Cawley, Gillespie & Associates, Inc.

23.5*		Consent of Jones & Keller, P.C. (included in Exhibit 5.1).

24.1*		Power of Attorney (included on signature page hereof).

Delaware		84-0592823
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
		(I.R.S. employer identification no.)

Large accelerated filer ⁯		Accelerated filer þ
Non-accelerated filer ⁯	(Do not check if a smaller reporting company)	Smaller reporting company ⁯

·		Our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Commission on March 11, 2016, and Amendment No. 1 on Form 10-K/A filed with the Commission on April 1, 2016; and

·		Our Current Reports on Form 8-K filed with the Commission on March 16, 2016, and March 29, 2016.

	EARTHSTONE ENERGY, INC. (the “Registrant”)

	By:	/s/ Frank A. Lodzinski
		Frank A. Lodzinski Chairman of the Board, President and Chief Executive Officer