0000899243-18-015139.txt : 20180605
0000899243-18-015139.hdr.sgml : 20180605
20180605180636
ACCESSION NUMBER: 0000899243-18-015139
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180601
FILED AS OF DATE: 20180605
DATE AS OF CHANGE: 20180605
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bold Energy Holdings, LLC
CENTRAL INDEX KEY: 0001707241
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35049
FILM NUMBER: 18882452
BUSINESS ADDRESS:
STREET 1: 600 N. MARIENFELD ST.
STREET 2: SUITE 1000
CITY: MIDLAND
STATE: TX
ZIP: 79701
BUSINESS PHONE: (713) 659-6100
MAIL ADDRESS:
STREET 1: 600 N. MARIENFELD ST.
STREET 2: SUITE 1000
CITY: MIDLAND
STATE: TX
ZIP: 79701
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EnCap Energy Capital Fund IX, L.P.
CENTRAL INDEX KEY: 0001565683
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35049
FILM NUMBER: 18882453
BUSINESS ADDRESS:
STREET 1: 1100 LOUISIANA STREET, SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 713-659-6100
MAIL ADDRESS:
STREET 1: 1100 LOUISIANA STREET, SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EnCap Partners GP, LLC
CENTRAL INDEX KEY: 0001726182
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35049
FILM NUMBER: 18882454
BUSINESS ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77022
BUSINESS PHONE: 7136596100
MAIL ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77022
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
X0306
4
2018-06-01
0
0000010254
EARTHSTONE ENERGY INC
ESTE
0001707241
Bold Energy Holdings, LLC
C/O ENCAP INVESTMENTS L.P.
1100 LOUISIANA STREET, SUITE 4900
HOUSTON
TX
77002
0
0
1
0
0001565683
EnCap Energy Capital Fund IX, L.P.
1100 LOUISIANA STREET, SUITE 4900
HOUSTON
TX
77002
0
0
1
0
0001726182
EnCap Partners GP, LLC
1100 LOUISIANA STREET, SUITE 4900
HOUSTON
TX
77002
0
0
1
0
Class B Common Stock
2018-06-01
4
J
0
650000
D
Class A Common Stock
650000
33956524
D
Upon the closing of the transactions contemplated by that certain Contribution Agreement dated as of November 7, 2016, and as amended on March 21, 2017, by and among Earthstone Energy, Inc. (the "Issuer"), Earthstone Energy Holdings, LLC ("EEH"), Lynden USA Inc., Lynden USA Operating, LLC, Bold Energy Holdings, LLC ("Bold Holdings") and Bold Energy III LLC, Bold Holdings received 36,070,828 shares of Class B Common Stock. Each share of Class B Common Stock represents the right to receive, at Bold Holdings' discretion, either one share of Class A Common Stock of the Issuer or its equivalent in cash, in exchange for one share of Class B Common Stock and one Unit of EEH, in accordance with the terms and subject to the restrictions set forth in the First Amended and Restated Limited Liability Company Agreement of EEH.
Pursuant to the Written Consent of the Board of Managers of Bold Holdings, dated June 1, 2018, and the Redemption Agreement, dated June 1, 2018, by and between Bold Holdings and Bold Energy Management III LLC ("Bold Management"), Bold Holdings redeemed all of the Class C Units of Bold Holdings held Bold Management in exchange for the distribution of 650,000 Units EEH and 650,000 shares of Class B Common Stock of the Issuer to Bold Management, and following such redemption Bold Holdings canceled all of the outstanding Class C Units of Bold Holdings.
EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") directly holds 100% of the membership interests of Bold Holdings. Accordingly, EnCap Fund IX may be deemed to beneficially own the reported securities. EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which 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 IX GP, L.P. ("EnCap Fund IX GP"), which is the general partner of EnCap Fund IX. Therefore, Encap Partners GP, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments LP and EnCap Fund IX GP may be deemed to beneficially own the reported securities. 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. (3) Signed by Robert L. Zorich in his capacity as a Manager of Bold Energy Holdings, LLC (4) Signed by Robert L. Zorich in his capacity as the Managing Partner of EnCap Investments GP, L.L.C., the General Partner of EnCap Investments L.P., the General Partner of EnCap Equity Fund IX GP, L.P., the General Partner of EnCap Energy Capital Fund IX (5) Signed by Robert L. Zorich in his capacity as the Managing Partner of EnCap Partners GP, LLC.
/s/ Robert L. Zorich (3)
2018-06-01
/s/ Robert L. Zorich (4)
2018-06-01
/s/ Robert L. Zorich (5)
2018-06-01