SEC Form 3/A · accession 0001209191-15-000092
EARTHSTONE ENERGY INC · ESTE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per share ("Common Stock")F1,F2,F3,F4,F5,F6,F7 | holding | — | — | — | 2,957,288 | I | See Footnotes. |
Table II — derivative securities
Explanation of responses
- F1The shares of Common Stock reported herein are directly beneficially owned by Flatonia Energy, LLC, a Delaware limited liability company ("Flatonia"). As of the date hereof, for purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Flatonia and the other Reporting Persons may be each deemed to be the beneficial owner of an aggregate of 2,957,288 shares of Common Stock, representing 21.4% of the outstanding shares of ESTE's outstanding Common Stock, based on a total of 13,819,100 shares of Common Stock, which ESTE has represented to the Reporting Persons was outstanding as of December 19, 2014.
- F2(Continued From Footnote 1) The filing of this statement on Form 3 shall not be construed as an admission that any Reporting Person other than Flatonia is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any of the shares of Common Stock. Pursuant to Rule 13d-4, each such Reporting Person disclaims all such beneficial ownership.
- F3Flatonia Holdings, LLC, a Delaware limited liability company ("Flatonia Holdings") owns, directly and indirectly, 100% of the membership interests of Flatonia.
- F4Energy Recapitalization and Restructuring Fund, L.P., a Delaware limited partnership ("ERR") owns 41.8%, ERR FI Flatonia Holdings, LLC, a Delaware limited liability company ("ERR FI Flatonia Holdings") owns 3.3% and ERR FI II Flatonia Intermediate, L.P., a Delaware limited partnership ("ERR FI II Flatonia Intermediate") owns 14.4%, in each case, of the membership interests of Flatonia Holdings.
- F5Energy Recapitalization and Restructuring FI, Ltd, a Cayman Islands exempted company ("ERR FI Ltd.") owns 100% of the membership interests of ERR FI Flatonia Holdings, and Energy Recapitalization and Restructuring FI Fund, L.P., a Cayman Islands limited partnership ("ERR FI") owns 100% of the issued and outstanding shares of stock of ERR FI Ltd.
- F6As set forth above, ERR, ERR FI and ERR FI II Flatonia Intermediate (collectively, the "ERR Entities") own 59.6% of the membership interests of Flatonia Holdings. Parallel Resource Partners, LLC, a Delaware limited liability company ("Parallel") serves as the general partner of, and has the power to direct the affairs of, each of the ERR Entities. Parallel also serves as the manager of Flatonia Holdings and owns, directly or indirectly, 1.5% of the membership interests of Flatonia Holdings. The board of managers of Parallel consists of Clint D. Carlson, C. John Wilder, Jr., Ron Hulme, John K. Howie, and Jonathan Siegler.
- F7Together, Carlson Energy Partners I, LLC, a Delaware limited liability company ("CEP I") and Bluescape Energy Partners LLC, a Delaware limited liability company ("BEP") have the power to direct the affairs of Parallel. Additionally, CEP I and BEP each own 50% of the outstanding membership interests of Parallel. Together, Carlson Energy Corp., a Delaware corporation ("Carlson Corp."), Ron Hulme and John K. Howie form the board of managers CEP I and have the power to direct its affairs. Collectively, Carlson Corp., Ron Hulme and John Howie own 100% of the membership interests of CEP I. Mr. Clint D. Carlson has the power to direct the affairs of Carlson Corp., as its President. Bluescape Resources Company LLC, a Delaware limited liability company ("Bluescape Resources") owns 100% of the membership interests of BEP and has the power to direct the affairs of BEP. Mr. C. John Wilder, Jr. has the power to direct the affairs of Bluescape Resources as its Executive Chairman.
Remarks
Form 2 of 2 This Amended Form 3 is filed on behalf of Flatonia. Flatonia Holdings, the ERR Entities, ERR FI Flatonia Holdings, ERR FI Ltd., Parallel, CEP I, Carlson Corp., BEP, Bluescape Resources, Ron Hulme, John K. Howie, Clint D. Carlson and C. John Wilder, Jr. (collectively, the "Reporting Persons"). At the original filing date, CEP I, ERR, John K. Howie, and Carlson Corp. either did not have the necessary SEC filing codes or needed to update their passphrase to access their CCC codes. CEP I, ERR, John K. Howie, and Carlson Corp. have since obtained the necessary filing codes and updated passphrases, as applicable, and are filing this amendment accordingly.