SEC Form 4 · accession 0000899243-18-015139
EARTHSTONE ENERGY INC · ESTE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F1 | — | Jun 1, 2018 | J | 650,000 | D | — | — | Class A Common Stock | 650,000 | 33,956,524 | D |
Explanation of responses
- F1Upon the closing of the transactions contemplated by that certain Contribution Agreement dated as of November 7, 2016, and as amended on March 21, 2017, by and among Earthstone Energy, Inc. (the "Issuer"), Earthstone Energy Holdings, LLC ("EEH"), Lynden USA Inc., Lynden USA Operating, LLC, Bold Energy Holdings, LLC ("Bold Holdings") and Bold Energy III LLC, Bold Holdings received 36,070,828 shares of Class B Common Stock. Each share of Class B Common Stock represents the right to receive, at Bold Holdings' discretion, either one share of Class A Common Stock of the Issuer or its equivalent in cash, in exchange for one share of Class B Common Stock and one Unit of EEH, in accordance with the terms and subject to the restrictions set forth in the First Amended and Restated Limited Liability Company Agreement of EEH.
- F2Pursuant to the Written Consent of the Board of Managers of Bold Holdings, dated June 1, 2018, and the Redemption Agreement, dated June 1, 2018, by and between Bold Holdings and Bold Energy Management III LLC ("Bold Management"), Bold Holdings redeemed all of the Class C Units of Bold Holdings held Bold Management in exchange for the distribution of 650,000 Units EEH and 650,000 shares of Class B Common Stock of the Issuer to Bold Management, and following such redemption Bold Holdings canceled all of the outstanding Class C Units of Bold Holdings.
Remarks
EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") directly holds 100% of the membership interests of Bold Holdings. Accordingly, EnCap Fund IX may be deemed to beneficially own the reported securities. EnCap Partners GP, LLC ("EnCap Partners GP") is the sole 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. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the general partner of EnCap Fund IX. Therefore, Encap Partners GP, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments LP and EnCap Fund IX GP may be deemed to beneficially own the reported securities. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose. (3) Signed by Robert L. Zorich in his capacity as a Manager of Bold Energy Holdings, LLC (4) Signed by Robert L. Zorich in his capacity as the Managing Partner of EnCap Investments GP, L.L.C., the General Partner of EnCap Investments L.P., the General Partner of EnCap Equity Fund IX GP, L.P., the General Partner of EnCap Energy Capital Fund IX (5) Signed by Robert L. Zorich in his capacity as the Managing Partner of EnCap Partners GP, LLC.