Mark Lumpkin Jr - Nov 1, 2023 Form 4 Insider Report for EARTHSTONE ENERGY INC (ESTE)

Role
EVP and CFO
Signature
/s/ Mark Lumpkin, Jr.
Stock symbol
ESTE
Transactions as of
Nov 1, 2023
Transactions value $
$0
Form type
4
Date filed
11/2/2023, 09:21 PM
Previous filing
Oct 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ESTE Class A Common Stock Options Exercise +288K +99.77% 577K Nov 1, 2023 Direct F1, F2, F3
transaction ESTE Class A Common Stock Options Exercise +128K +22.12% 704K Nov 1, 2023 Direct F1, F2, F3
transaction ESTE Class A Common Stock Options Exercise +71.5K +10.15% 776K Nov 1, 2023 Direct F1, F2, F3
transaction ESTE Class A Common Stock Award +61.3K +7.9% 837K Nov 1, 2023 Direct F1, F2, F3
transaction ESTE Class A Common Stock Disposed to Issuer -837K -100% 0 Nov 1, 2023 Direct F1, F2

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 Performance Unit Options Exercise -288K -100% 0 Nov 1, 2023 Common Stock 288K Direct F3
transaction ESTE Performance Unit Options Exercise -128K -100% 0 Nov 1, 2023 Common Stock 128K Direct F3
transaction ESTE Performance Unit Options Exercise -71.5K -100% 0 Nov 1, 2023 Common Stock 71.5K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark Lumpkin 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 Class A common stock, par value $0.0001 per share of Permian, with cash paid in lieu of the issuance of fractional shares (the "Merger Consideration").
F3 Represents shares of Class A Common Stock issued by the Issuer from the vesting and settlement of a performance unit award. Pursuant to the Merger Agreement, the performance criteria of each outstanding performance unit award was deemed satisfied at maximum performance immediately prior to the Merger Effective Time and converted into the right to receive the Merger Consideration.