X0306 4 2016-01-13 0 0000077877 PDC ENERGY, INC. PDCE 0001270941 PARKE DAVID C 1775 SHERMAN STREET, #3000 DENVER CO 80203 1 0 0 0 COMMON STOCK 2016-01-13 4 D 0 1126 D 22126 D PHANTOM STOCK 2016-01-13 4 A 0 1126 A COMMON STOCK 1126 1696 D The reporting person previously elected to defer 1,126 shares of restricted stock vesting on January 13, 2016 (the shares of restricted stock were originally granted on January 13, 2015), and accordingly received 1,126 shares of phantom stock on January 13, 2016 pursuant to the PDC Energy, Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan (the "Plan"). As a result, the reporting person is reporting the disposition of 1,126 shares of common stock in exchange for an equal number of shares of phantom stock. The shares shown in column 9 of Table II include 570.584 shares previously acquired pursuant to the Plan and previously reported in Table I of reporting person's Form 4 filings. Each share of phantom stock represents a right to receive one share of common stock or, at the reporting person's election, the cash value thereof. The phantom stock becomes payable upon the first to occur of (1) the reporting person's "separation of service" as defined under Section 409A of the Internal Revenue Code of 1986, as amended, or (2) a "Change in Control" of PDC Energy, Inc. as such item is defined in the Plan. /s/ David C. Parke 2016-01-15