SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* RNBD GP LLC (Last) (First) (Middle) 1100 LOUISIANA ST SUITE 4900 (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/19/2014	3. Issuer Name and Ticker or Trading Symbol EARTHSTONE ENERGY INC [ ESTE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,124,452	I	See footnotes(1)(2)(3)(4)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* RNBD GP LLC (Last) (First) (Middle) 1100 LOUISIANA ST SUITE 4900 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MILLER DAVID B (Last) (First) (Middle) 1100 LOUISIANA ST SUITE 4900 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PETERSEN GARY R (Last) (First) (Middle) 1100 LOUISIANA ST SUITE 4900 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PHILLIPS D MARTIN (Last) (First) (Middle) 1100 LOUISIANA STREET SUITE 4900 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are directly held by Oak Valley Resources, LLC (Oak Valley).

2. EnCap Energy Capital Fund VII, L.P. (EnCap Fund VII), EnCap Energy Capital Fund VI, L.P. (EnCap Fund VI), EnCap VI-B Acquisitions, L.P. (EnCap Fund VI-B), EnCap Energy Capital Fund V, L.P. (EnCap Fund V), and EnCap V-B Acquisitions, L.P. (EnCap Fund V-B and together with Encap Fund VII, EnCap Fund VI, EnCap Fund VI-B and EnCap Fund V, the EnCap Funds) collectively own 58% of the Class A membership interests of Oak Valley. Accordingly, the EnCap Funds may be deemed to beneficially own the reported securities.

3. The EnCap Funds are controlled indirectly by David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich, who are the controlling members of RNBD GP LLC (RNBD). Any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, L.L.C. (EnCap Investments GP), which is the general partner of EnCap Investments L.P. (EnCap Investments LP), which is the general partner of EnCap Equity Fund VII GP, L.P. (EnCap Fund VII GP), EnCap Equity Fund VI GP, L.P. (EnCap Fund VI GP), and EnCap Equity Fund V GP, L.P. (EnCap Fund V GP). EnCap Fund VII GP is the general partner of EnCap Fund VII. (continued in Footnote 4).

4. (continued from Footnote 3). EnCap Fund VI GP is the general partner of EnCap Fund VI. EnCap Fund VI GP is also the general partner of EnCap Energy Capital Fund VI-B, L.P. (EnCap Capital Fund VI-B), which is the sole member of EnCap VI-B Acquisitions GP, LLC (EnCap VI-B Acquisitions GP), which is the general partner of EnCap Fund VI-B. EnCap Fund V GP is the general partner of EnCap Fund V. EnCap Fund V GP is also the general partner of EnCap Energy Capital Fund V-B, L.P. (EnCap Capital Fund V-B), which is the sole member of EnCap V-B Acquisitions GP, LLC (EnCap V-B Acquisitions GP), which is the general partner of EnCap Fund V-B. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments LP, EnCap Fund VII GP, EnCap Fund VI GP, EnCap Fund V GP, EnCap Capital Fund V-B, EnCap Capital Fund VI-B, EnCap VI-B Acquisitions GP and EnCap V-B Acquisitions GP may be deemed to beneficially own the reported securities.

5. This report is filed in connection with the Form 3 filed jointly today by the EnCap Funds and EnCap Investments GP and the Form 4 filed today by Mr. Zorich.

6. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

	/s/ Robert L. Zorich, Member	12/23/2014
	/s/ David B. Miller	12/23/2014
	/s/ Gary R. Peterson	12/23/2014
	/s/ Martin D. Phillips	12/23/2014
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.