SEC Form 4 · accession 0001354488-15-001953
EARTHSTONE ENERGY INC · ESTE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ray J Singleton Jr.
Officer — EVP · Director
Period of report
Dec 19, 2014
Accepted (ET)
Apr 28, 2015 · 4:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000010254
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 19, 2014 | M | 886 | $0.00 | A | 451,924 | D | |
| Common Stock | Dec 19, 2014 | M | 1,078 | $0.00 | A | 453,002 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock AwardF1,F2 | — | Dec 19, 2014 | M | 886 | D | — | — | Common Stock | 886 | 0 | D |
| Restricted Stock AwardF1,F3 | — | Dec 19, 2014 | M | 1,078 | D | — | — | Common Stock | 1,078 | 0 | D |
Explanation of responses
- F1Each share of restricted stock represents the contingent right to receive one share of Earthstone Energy, Inc. (Issuer) common stock.
- F2On May 21, 2013, the Reporting Person was granted a restricted stock award that vesting in three annual installments: 443 shares on April 1, 2014, 443 shares on April 1, 2015, and 443 shares on April 1, 2016. The restricted stock award became fully vested pursuant to its terms upon a change of control as occurred on December 19, 2014, pursuant to (i) the closing of the Exchange Agreement dated May 15, 2014 and as amended September 26, 2014 (Exchange Agreement) between the Issuer and Oak Valley Resources, LLC (Oak Valley); and (ii) the closing of the Contribution Agreement dated October 16, 2014 (Contribution Agreement), by and among the Issuer, Oak Valley, Sabine River Energy, LLC, Oak Valley Operating, LLC, Parallel Resource Partners, LLC, and Flatonia Energy, LLC.
- F3On April 1, 2014, the Reporting Person was granted a restricted stock award vesting in three annual installments: 360 shares on April 1, 2015, 359 shares on April 1, 2016, and 359 shares on April 1, 2017. The restricted stock award became fully vested pursuant to its terms upon a change of control as occurred on December 19, 2014, pursuant to (i) the closing of the Exchange Agreement, and (ii) the closing of the Contribution Agreement.