Warburg Pincus Private Equity (E&P) XI-A, L.P. - Aug 17, 2022 Form 4 Insider Report for EARTHSTONE ENERGY INC (ESTE)

Role
10%+ Owner
Signature
Warburg Pincus Private Equity (E&P) XI-A, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory
Stock symbol
ESTE
Transactions as of
Aug 17, 2022
Transactions value $
$0
Form type
4
Date filed
8/19/2022, 09:00 PM
Previous filing
Feb 17, 2022
Next filing
Oct 11, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ESTE Class A Common Stock, par value $0.001 per share Sale -6.7M -25.39% 19.7M Aug 17, 2022 See footnotes F1, F2, F3, F4, F5, F6, F7, F8, F9, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 17, 2022, the Holders (as defined below) sold an aggregate of 6,700,000 shares of Class A Common Stock, par value $0.001, of the Issuer in a block trade.
F2 Following the transaction reported herein, the shares include 1,584,296 shares held of record by, or for the benefit of, Warburg Pincus Private Equity (E&P) XI - A, L.P. ("WP E&P XI A"), 121,818 shares held of record by, or for the benefit of, Warburg Pincus XI (E&P) Partners - A, L.P. ("WP XI E&P Partners A"), 1,543,471 shares held of record by, or for the benefit of, WP IRH Holdings, L.P. ("WP IRH Holdings"), 42,801 shares held of record by, or for the benefit of, Warburg Pincus XI (E&P) Partners-B IRH, LLC ("WP XI E&P Partners B IRH"), 2,372,494 shares held of record by, or for the benefit of, WP Energy IRH Holdings, L.P. ("WPE IRH Holdings"), 194,251 shares held of record by, or for the benefit of, WP Energy Partners IRH Holdings, L.P. ("WPE Partners IRH Holdings") and 75,725 shares held of record by, or for the benefit of, Warburg Pincus Energy (E&P) Partners-B IRH, LLC ("WPE E&P Partners B IRH"),
F3 (cont. from footnote 2) 391,849 shares held of record by, or for the benefit of, Warburg Pincus Energy (E&P) Partners-A, L.P. ("WPE E&P Partners A"), 6,487,916 shares held of record by, or for the benefit of, Warburg Pincus Energy (E&P)-A, L.P. ("WPE E&P A"), 1,767,775 shares held of record by, or for the benefit of, WP Energy Chisholm Holdings, L.P. ("WPE Chisholm Holdings"), 144,739 shares held of record by, or for the benefit of, WP Energy Partners Chisholm Holdings, L.P. ("WPEP Chisholm Holdings"), 56,424 shares held of record by, or for the benefit of, Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC ("WPE E&P Partners B Chisholm"),
F4 (cont. from footnote 3) 1,793,043 shares held of record by, or for the benefit of, Warburg Pincus Private Equity (E&P) XII (A), L.P. ("WP PE E&P XII"), 2,558,148 shares held of record by, or for the benefit of, WP XII Chisholm Holdings, L.P. ("WP XII Chisholm Holdings"), 28,064 shares held of record by, or for the benefit of, Warburg Pincus XII (E&P) Partners-2 Chisholm, LLC ("WP XII E&P Partners 2 Chisholm"), 43,029 shares held of record by, or for the benefit of, Warburg Pincus Private Equity (E&P) XII-D (A), L.P. ("WP PE E&P XII D"),
F5 (cont. from footnote 4) 65,107 shares held of record by, or for the benefit of, Warburg Pincus Private Equity (E&P) XII-E (A), L.P. ("WP PE E&P XII E"), 117,263 shares held of record by, or for the benefit of, WP XII (E&P) Partners (A), L.P. ("WP XII E&P Partners A") and 301,743 shares held of record by, or for the benefit of, Warburg Pincus XII (E&P) Partners-1, L.P. ("WP XII E&P Partners 1") (collectively, the "Holders").
F6 Warburg Pincus Energy (E&P) Partners-B, L.P. ("WPE E&P Partners B") is the managing member of WPE E&P Partners B Chisholm and the general partner of WPE E&P Partners B IRH. Warburg Pincus (E&P) Energy GP, L.P. ("WP E&P Energy GP") is the general partner of WPE E&P A, WPE E&P Partners A, WPE E&P Partners B, WPE IRH Holdings, WPE Partners IRH Holdings, WPE Chisholm Holdings and WPEP Chisholm Holdings. Warburg Pincus (E&P) Energy LLC ("WPE E&P Energy LLC") is the general partner of WP E&P Energy GP.
F7 Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners B") is the general partner of WP XI E&P Partners B IRH. Warburg Pincus (E&P) XI, L.P. ("WP XI E&P GP") is the general partner of WP E&P XI A, WP XI E&P Partners A, WP IRH Holdings, and WP XI E&P Partners B. Warburg Pincus (E&P) XI LLC ("WP XI E&P GP LLC") is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the managing member of WP XI E&P GP LLC.
F8 Warburg Pincus XII (E&P) Partners-2, L.P. ("WP XII E&P Partners 2") is the managing member of WP XII E&P Partners 2 Chisholm. Warburg Pincus (E&P) XII, L.P. ("WP E&P XII") is the general partner of WP XII E&P Partners 2, WP PE E&P XII, WP XII Chisholm Holdings, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners A and WP XII E&P Partners 1. Warburg Pincus (E&P) XII LLC ("WP E&P XII LLC") is the general partner of WP E&P XII.
F9 Warburg Pincus Partners II (US), L.P. ("WPP II US") is the managing member of WPP E&P XI, WP E&P XII LLC and WPE E&P Energy LLC. Warburg Pincus & Company US, LLC ("WP & Co. US LLC") is the general partner of WPP II US. Warburg Pincus LLC ("WP LLC") is a registered investment adviser, and the manager of WP PE E&P XII, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners 1, WP XII E&P Partners A, WP E&P XI A, WP XI E&P Partners A, WP XI E&P Partners B, WPE E&P Partners A, WPE E&P Partners B and WPE E&P A.
F10 Each Holder and each of WPE E&P Partners B, WP E&P Energy GP, WPE E&P Energy LLC, WP XI E&P Partners B, WP XI E&P GP, WP XI E&P GP LLC, WPP E&P XI, WP XII E&P Partners 2, WP E&P XII, WP E&P XII LLC, WPP II US, WP & Co. US LLC and WP LLC (collectively, the "Parent Entities" and, together with the Holders, the "Reporting Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Holders and, therefore, a "ten percent holder" hereunder.
F11 Each Holder and each Parent Entity disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

Remarks:

Due to the limitations of the electronic filing system, certain Reporting Entities are filing a separate Form 4.