EnCap Partners GP, LLC - Jul 6, 2022 Form 4 Insider Report for EARTHSTONE ENERGY INC (ESTE)

Role: Director, 10%+ Owner
Signature: Fund VIII, By: Fund VIII 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 6, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/7/2022, 05:22 PM
Next filing: May 24, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ESTE	Class A Common Stock	Options Exercise		+19.8M	+860.61%		22.1M	Jul 6, 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	Options Exercise		-220K	-100%		0	Jul 6, 2022	Class A Common Stock	19.8M		See footnotes	F1, F2, F3, 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 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 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 19,819,820 shares of Class A Common Stock (the "Class A Common Stock") of Earthstone Energy, Inc. (the "Issuer").
F3	(Continued from footnote 2): Therefore, each EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, 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	Consists of 19,819,820 shares of Class A Common Stock that are directly held by Fund XI and 2,303,000 shares of Class A Common Stock that are directly held by Fund VIII.
F5	On June 15, 2022, the Issuer mailed an Information Statement, filed with the Securities and Exchange Commission on Schedule 14C on June 15, 2022, to its stockholders and, consequently, in accordance with the terms of the Certificate of Designation, the automatic conversion of the Series A Convertible Preferred Stock (the "Preferred Stock") into shares of Class A Common Stock described in the Information Statement occurred on July 6, 2022. As a result of such conversion (the "July 2022 Conversion"), all 220,000 shares of Preferred Stock held by EnCap Fund XI immediately prior to the effective time of the July 2022 Conversion were automatically converted into 19,819,820 aggregate shares of Class A Common Stock.