Ray J. Singleton Jr - Nov 1, 2023 Form 4 Insider Report for EARTHSTONE ENERGY INC (ESTE)

Role: Director
Signature: /s/ Ray J. Singleton, Jr.
Stock symbol: ESTE
Transactions as of: Nov 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 11/2/2023, 09:15 PM
Previous filing: Jan 10, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ESTE	Class A Common Stock	Disposed to Issuer		-629K	-100%		0	Nov 1, 2023	Direct	F1, F2

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

Ray J. Singleton Jr is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 21, 2023, by and among Earthstone Energy, Inc., a Delaware corporation (the "Issuer"), Earthstone Energy Holdings, LLC, a Delaware limited liability company, Permian Resources Corporation, a Delaware corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub II"), and Permian Resources Operating, LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, on November 1, 2023 (the "Merger Effective Time"), Merger Sub I merged with and into the Issuer and such surviving corporation merged into Merger Sub II with Merger Sub II surviving as a direct, wholly owned subsidiary of Permian.
F2	Pursuant to the Merger Agreement, each share of Class A Common Stock of the Issuer beneficially owned by the Reporting Person at the Merger Effective Time was exchanged for the right to receive 1.446 shares of common stock, par value $0.0001 per share of Permian, with cash paid in lieu of the issuance of fractional shares.

Content

This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 21, 2023, by and among Earthstone Energy, Inc., a Delaware corporation (the "Issuer"), Earthstone Energy Holdings, LLC, a Delaware limited liability company, Permian Resources Corporation, a Delaware corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub II"), and Permian Resources Operating, LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, on November 1, 2023 (the "Merger Effective Time"), Merger Sub I merged with and into the Issuer and such surviving corporation merged into Merger Sub II with Merger Sub II surviving as a direct, wholly owned subsidiary of Permian.

Pursuant to the Merger Agreement, each share of Class A Common Stock of the Issuer beneficially owned by the Reporting Person at the Merger Effective Time was exchanged for the right to receive 1.446 shares of common stock, par value $0.0001 per share of Permian, with cash paid in lieu of the issuance of fractional shares.