Frank Alan Lodzinski - Nov 1, 2023 Form 4 Insider Report for EARTHSTONE ENERGY INC (ESTE)

Role
Executive Chairman, Director
Signature
/s/ Frank Alan Lodzinski
Stock symbol
ESTE
Transactions as of
Nov 1, 2023
Transactions value $
$0
Form type
4
Date filed
11/2/2023, 09:16 PM
Previous filing
Oct 2, 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 -171K -100% 0 Nov 1, 2023 Direct F1, F2
transaction ESTE Class A Common Stock Disposed to Issuer -356K -100% 0 Nov 1, 2023 By Azure Energy, LLC F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Frank Alan Lodzinski 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.
F3 The reporting person disclaims beneficial ownership of any shares of the Registrant's Class A common stock held by Azure Energy, LLC, except to the extent of his pecuniary interest therein.