0000899243-23-020124.txt : 20231102
0000899243-23-020124.hdr.sgml : 20231102
20231102211753
ACCESSION NUMBER: 0000899243-23-020124
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: Collins Steven C.
CENTRAL INDEX KEY: 0001628376
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35049
FILM NUMBER: 231374278
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
0001628376
Collins Steven C.
1400 WOODLOCH FOREST DRIVE
SUITE 300
THE WOODLANDS
TX
77380
0
1
0
0
EVP and COO
0
Class A Common Stock
2023-11-01
4
M
0
288000
A
733273
D
Class A Common Stock
2023-11-01
4
M
0
127530
A
860803
D
Class A Common Stock
2023-11-01
4
M
0
71470
A
932273
D
Class A Common Stock
2023-11-01
4
A
0
61260
A
993533
D
Class A Common Stock
2023-11-01
4
D
0
993533
D
0
D
Performance Unit
2023-11-01
4
M
0
288000
D
Common Stock
288000
0
D
Performance Unit
2023-11-01
4
M
0
127530
D
Common Stock
127530
0
D
Performance Unit
2023-11-01
4
M
0
71470
D
Common Stock
71470
0
D
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 Class A common stock, par value $0.0001 per share of Permian, with cash paid in lieu of the issuance of fractional shares (the "Merger Consideration").
Represents shares of Class A Common Stock issued by the Issuer from the vesting and settlement of a performance unit award. Pursuant to the Merger Agreement, the performance criteria of each outstanding performance unit award was deemed satisfied at maximum performance immediately prior to the Merger Effective Time and converted into the right to receive the Merger Consideration.
/s/ Steven C. Collins
2023-11-02