SEC FORM 4

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^*

Rodgers Richard

(Last)

(First)

(Middle)

633 17TH STREET, SUITE 2320

(Street)

DENVER

80202

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/19/2014		M		547	A	$0	12,809	D
Common Stock	12/19/2014		M		1,450	A	$0	14,259	D
Common Stock	12/19/2014		M		1,679	A	$0	15,938	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Award	⁽¹⁾	12/19/2014		M			547	⁽²⁾	⁽²⁾	Common Stock	547	$0	0	D
Restricted Stock Award	⁽¹⁾	12/19/2014		M			1,450	⁽³⁾	⁽³⁾	Common Stock	1,450	$0	0	D
Restricted Stock Award	⁽¹⁾	12/19/2014		M			1,679	⁽⁴⁾	⁽⁴⁾	Common Stock	1,679	$0	0	D

Explanation of Responses:

1. Each share of restricted stock represents the contingent right to receive one share of Earthstone Energy, Inc. (Issuer) common stock.

2. On April 11, 2012, the Reporting Person was granted a restricted stock award that vested in three annual installments: 548 shares on April 1, 2013, 548 shares on April 1, 2014, and 547 shares on April 1, 2015. The restricted stock award became fully vested pursuant to its terms upon a change of control as occurred on December 19, 2014, pursuant to (i) the closing of the Exchange Agreement dated May 15, 2014 and as amended September 26, 2014 (Exchange Agreement) between the Issuer and Oak Valley Resources, LLC (Oak Valley); and (ii) the closing of the Contribution Agreement dated October 16, 2014 (Contribution Agreement), by and among the Issuer, Oak Valley, Sabine River Energy, LLC, Oak Valley Operating, LLC, Parallel Resource Partners, LLC, and Flatonia Energy, LLC.

3. On April 1, 2013, the Reporting Person was granted a restricted stock award vesting in three annual installments: 725 shares on April 1, 2014, 725 shares on April 1, 2015, and 725 shares on April 1, 2016. The restricted stock award became fully vested pursuant to its terms upon a change of control as occurred on December 19, 2014, pursuant to (i) the closing of the Exchange Agreement, and (ii) the closing of the Contribution Agreement.

4. On June 16, 2014, the Reporting Person was granted a restricted stock award vesting in three annual installments: 560 shares on April 1, 2015, 560 shares on April 1, 2016, and 559 shares on April 1, 2017. The restricted stock award became fully vested pursuant to its terms upon a change of control as occurred on December 19, 2014, pursuant to (i) the closing of the Exchange Agreement, and (ii) the closing of the Contribution Agreement.

	/s/ Richard Rodgers	04/28/2015
	** 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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