Encap Energy Capital Fund VII Lp - Jul 10, 2021 Form 4 Insider Report for EARTHSTONE ENERGY INC (ESTE)

Role: 10%+ Owner
Signature: 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
Stock symbol: ESTE
Transactions as of: Jul 10, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/27/2021, 04:32 PM
Next filing: Apr 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ESTE	Class A Common Stock	Other		+2.3M	+49.94%		6.91M	Jul 10, 2021	See footnotes	F1, F2, F3, F4

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
holding	ESTE	Class B Common Stock						34M	Jul 10, 2021	Class A Common Stock			See footnotes	F1, F2, F5

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

Explanation of Responses:

Id	Content
F1	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").
F2	(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.
F3	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.
F4	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.
F5	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.