Mark Lumpkin Jr - Jan 31, 2022 Form 4 Insider Report for EARTHSTONE ENERGY INC (ESTE)

Role: EVP and CFO
Signature: /s/ Mark Lumpkin, Jr.
Stock symbol: ESTE
Transactions as of: Jan 31, 2022
Transactions value $: -$352,357
Form type: 4
Date filed: 2/2/2022, 04:15 PM
Previous filing: Jan 3, 2022
Next filing: Mar 31, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ESTE	Class A Common Stock	Award	$0	+67.6K	+40.34%	$0.00	235K	Jan 31, 2022	Direct	F1
transaction	ESTE	Class A Common Stock	Tax liability	-$352K	-26.6K	-11.31%	$13.25	208K	Jan 31, 2022	Direct	F2
transaction	ESTE	Class A Common Stock	Award		+34.3K	+16.47%		243K	Feb 1, 2022	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ESTE	Performance Unit	Award	$0	+63.8K		$0.00	63.8K	Feb 1, 2022	Class A Common Stock	63.8K		Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares of Class A common stock issued by the Issuer to the reporting person arising from the vesting and settlement of a performance unit award granted under the Earthstone Energy, Inc. Amended and Restated 2014 Long-Term Incentive Plan.
F2	Shares of Class A common stock withheld by the Issuer to cover tax withholding obligations of the reporting person arising from the settlement of a performance unit award on January 31, 2022 granted under the Earthstone Energy, Inc. Amended and Restated 2014 Long-Term Incentive Plan.
F3	This restricted stock unit award vests on an equal quarterly basis over a three-year period with the first vesting date on March 31, 2022, subject to the terms of the restricted stock unit agreement. Each restricted stock unit represents the contingent right to receive one share of Class A common stock of the Issuer.
F4	This performance unit award is subject to the terms of the performance unit agreement. The vesting of the award is subject to the satisfaction of certain performance criteria in the period beginning January 1, 2022 and ending December 31, 2024. The units are valued on a one-to-one basis to the Class A common stock of the Issuer and are intended to be settled in cash but may be settled in stock upon vesting. The number of shares of Class A common stock applicable to the award can range from 0% to 200% of the number presented above.