0000899243-21-041718.txt : 20211027
0000899243-21-041718.hdr.sgml : 20211027
20211027163212
ACCESSION NUMBER: 0000899243-21-041718
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210710
FILED AS OF DATE: 20211027
DATE AS OF CHANGE: 20211027
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EnCap Energy Capital Fund VIII, L.P.
CENTRAL INDEX KEY: 0001504103
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35049
FILM NUMBER: 211353420
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 ENERGY CAPITAL FUND VII LP
CENTRAL INDEX KEY: 0001422885
STATE OF INCORPORATION: TX
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35049
FILM NUMBER: 211353421
BUSINESS ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 3150
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 713-659-6100
MAIL ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 3150
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: 211353417
BUSINESS ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 7136596100
MAIL ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
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: 211353418
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: 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: 211353419
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
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
2021-07-10
0
0000010254
EARTHSTONE ENERGY INC
ESTE
0001422885
ENCAP ENERGY CAPITAL FUND VII LP
1100 LOUISIANA STREET, SUITE 4900
HOUSTON
TX
77002
0
0
1
0
0001504103
EnCap Energy Capital Fund VIII, L.P.
1100 LOUISIANA STREET, SUITE 4900
HOUSTON
TX
77002
0
0
1
0
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 A Common Stock
2021-07-10
4
J
0
2303000
A
6914808
I
See footnotes
Class B Common Stock
Class A Common Stock
33956524
I
See footnotes
EnCap Partners GP, LLC ("EnCap Partners GP") is general partner of EnCap Partners, LP ("EnCap Partners"), which is managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is general partner of EnCap Investments L.P. ("Investments LP"), which is general partner of EnCap Equity Fund VII GP, L.P. ("Fund VII GP"), EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are general partner of EnCap Energy Capital Fund VII, L.P. ("Fund VII"), EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bolding Energy Holdings, LLC ("Bold").
(Continued from footnote 1): Therefore, each EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VII GP, Fund VIII GP or Fund IX GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
These shares of Class A Common Stock were acquired and are held directly by Fund VIII. Fund VIII is a member of Tracker Resource Development III, LLC ("Tracker") and received these shares, at Tracker's direction, upon closing of the transactions contemplated by that certain Purchase and Sale Agreement, dated March 31, 2021, by and among the Issuer, Earthstone Energy Holdings, LLC ("EEH"), Tracker and TRD III Royalty Holdings (TX), LP (together with Tracker, the "Tracker Sellers"), pursuant to which, among other things, the Issuer acquired certain interests from the Tracker Sellers for aggregate consideration consisting of (i) $22.5 million in cash, net of preliminary and customary purchase price adjustments and subject to final post-closing settlement between the parties, and (ii) 4,700,000 million shares of Class A Common Stock.
Of these shares of Class A Common Stock, 4,611,808 are directly held by Fund VII and 2,303,000 are directly held by Fund VIII.
These shares of Class B Common Stock are directly held by Bold. Each share of Class B Common Stock represents the right to receive, at Bold's discretion, either one share of Class A Common Stock 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.
Fund VII, By: Fund VII GP, its general partner, Investments LP, its general partner, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director
2021-10-27
Fund VIII, By: Fund VIII GP, its general partner, Investments LP, its general partner, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director
2021-10-27
Bold Energy Holdings, LLC, By: Fund IX, its sole member, Fund IX GP, its general partner, Investments LP, its general partner, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director
2021-10-27
Fund IX, By: Fund IX GP, its general partner, Investments LP, its general partner, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director
2021-10-27
EnCap Partners GP, By: /s/ Douglas E. Swanson, Jr., Managing Director
2021-10-27