| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ESTE | Class A Common Stock | Disposed to Issuer | -22.1M | -100% | 0 | Nov 1, 2023 | See footnotes | F1, F2, F3, F4 | ||
| transaction | ESTE | Class B Common Stock | Disposed to Issuer | -34M | -100% | 0 | Nov 1, 2023 | See footnotes | F1, F2, F3, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ESTE | OpCo Units | Disposed to Issuer | -34M | -100% | 0 | Nov 1, 2023 | Class A Common Stock | 34M | See footnotes | F1, F2, F3, F5 |
EnCap Partners GP, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the 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 the general partners 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 Bold Energy Holdings, LLC ("Bold"). Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI"). |
| F2 | On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing"). |
| F3 | (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons. |
| F4 | Of the reported shares of Class A common stock, 2,303,000 shares were directly held of record by Fund VIII, and 19,819,820 shares were directly held of record by Fund XI. |
| F5 | Of the reported shares of Class B common stock, 33,956,524 shares (and an equivalent number of OpCo Units) were directly held of record by Bold. |
The filing of this Form 4 constitutes an exit filing by the Reporting Person as former holders of more than 10% as a beneficial owner of the Issuer.