0000899243-23-020123.txt : 20231102
0000899243-23-020123.hdr.sgml : 20231102
20231102211627
ACCESSION NUMBER: 0000899243-23-020123
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231101
FILED AS OF DATE: 20231102
DATE AS OF CHANGE: 20231102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lodzinski Frank Alan
CENTRAL INDEX KEY: 0001397150
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35049
FILM NUMBER: 231374271
MAIL ADDRESS:
STREET 1: 1400 WOODLOCH FOREST DRIVE
STREET 2: SUITE 300
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
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
X0508
4
2023-11-01
1
0000010254
EARTHSTONE ENERGY INC
ESTE
0001397150
Lodzinski Frank Alan
1400 WOODLOCH FOREST DRIVE
SUITE 300
THE WOODLANDS
NY
77380
1
1
0
0
Executive Chairman
0
Class A Common Stock
2023-11-01
4
D
0
170869
D
0
D
Class A Common Stock
2023-11-01
4
D
0
356418
D
0
I
By Azure Energy, LLC
This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 21, 2023, by and among Earthstone Energy, Inc., a Delaware corporation (the "Issuer"), Earthstone Energy Holdings, LLC, a Delaware limited liability company, Permian Resources Corporation, a Delaware corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub II"), and Permian Resources Operating, LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, on November 1, 2023 (the "Merger Effective Time"), Merger Sub I merged with and into the Issuer and such surviving corporation merged into Merger Sub II with Merger Sub II surviving as a direct, wholly owned subsidiary of Permian.
Pursuant to the Merger Agreement, each share of Class A Common Stock of the Issuer beneficially owned by the Reporting Person at the Merger Effective Time was exchanged for the right to receive 1.446 shares of common stock, par value $0.0001 per share of Permian, with cash paid in lieu of the issuance of fractional shares.
The reporting person disclaims beneficial ownership of any shares of the Registrant's Class A common stock held by Azure Energy, LLC, except to the extent of his pecuniary interest therein.
/s/ Frank Alan Lodzinski
2023-11-02