Encap Energy Capital Fund VII Lp - Apr 14, 2022 Form 4 Insider Report for EARTHSTONE ENERGY INC (ESTE)

Role: Director, 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: Apr 14, 2022
Transactions value $: -$51,191,069
Form type: 4
Date filed: 4/18/2022, 04:23 PM
Previous filing: Oct 27, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ESTE	Class A Common Stock	Other	-$51.2M	-4.61M	-66.69%	$11.10	2.3M	Apr 14, 2022	See footnotes	F1, F2, F3, F4, F5

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	Series A Convertible Preferred Stock	Award		+220K			220K	Apr 14, 2022	Class A Common Stock			See footnotes	F1, F2, F3, F6

* 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): Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI"). Fund XI directly owns 220,000 shares of Series A Convertible Preferred Stock ("Preferred Stock").
F3	(Continued from footnote 2): Therefore, each EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VII GP, Fund VIII GP, Fund IX GP, Fund XI LLC or Fund XI 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.
F4	On April 14, 2022, 4,611,808 shares of Class A Common Stock (the "Class A Common Stock") of Earthstone Energy, Inc. (the "Issuer") were directly held by Fund VII and transferred to Cypress Investments, LLC ("Cypress") for $11.10 per share (the "Transfer") upon closing of the transactions contemplated by that certain Securities Purchase Agreement by and between Fund VII and Cypress, dated January 30, 2022. As of immediately following the Transfer, Fund VII no longer directly owns any shares of Class A Common Stock.
F5	All 2,303,000 shares of Class A Common Stock are directly held by Fund VIII.
F6	On April 14, 2022, upon closing of the transactions contemplated by that certain Securities Purchase Agreement by and among the Issuer, Fund XI and Cypress, dated January 30, 2022, Fund XI purchased 220,000 shares of Preferred Stock at a price of $1,000.000 per share. The shares of Preferred Stock are held directly by Fund XI. Each share of Preferred Stock will automatically convert into 90.0900900900901 shares of Class A Common Stock at an initial conversion price of $11.10 per share of Class A Common Stock. The Preferred Stock will convert automatically upon the day immediately following the expiration of the 20th calendar day after the Issuer mails a definitive information statement to holders of its common stock notifying them that holders of a majority of the outstanding common stock have consented to the conversion feature of the Preferred Stock and the issuance of Class A Common Stock upon conversion of such Preferred Stock.