Sec Form 4 Filing - WEXFORD CAPITAL LP @ Diamondback Energy, Inc. - 2014-06-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
WEXFORD CAPITAL LP
2. Issuer Name and Ticker or Trading Symbol
Diamondback Energy, Inc. [ FANG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
411 WEST PUTNAM AVENUE, SUITE 125
3. Date of Earliest Transaction (MM/DD/YY)
06/27/2014
(Street)
GREENWICH, CT06830
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 6,666 D
Common Stock, par value $0.01 06/27/2014 S 1,000,000 ( 1 ) D $ 89.12 8,627,947 I See footnotes ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WEXFORD CAPITAL LP
411 WEST PUTNAM AVENUE
SUITE 125
GREENWICH, CT06830
X
DAVIDSON CHARLES E
C/O WEXFORD CAPITAL LP
411 WEST PUTNAM AVE.
GREENWICH, CT06830
X
Wexford GP LLC
C/O WEXFORD CAPITAL LP
SUITE 125
GREENWICH, CT06830
X
DB Energy Holdings LLC
411 WEST PUTNAM AVE
SUITE 125
GREENWICH, CT06830
X
JACOBS JOSEPH
C/O WEXFORD CAPITAL LP
411 WEST PUTNAM AVENUE, SUITE 125
GREENWICH, CT06830
X
Signatures
Wexford Capital LP, By: Wexford GP LLC, its general partner By: Arthur Amron, Vice President and Assistant Secretary 07/01/2014
Signature of Reporting Person Date
Wexford GP LLC, By: Arthur Amron, Vice President and Assistant Secretary 07/01/2014
Signature of Reporting Person Date
DB Energy Holdings LLC By: Arthur Amron, Vice President 07/01/2014
Signature of Reporting Person Date
Charles E. Davidson 07/01/2014
Signature of Reporting Person Date
Joseph M. Jacobs 07/01/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities disposed of were held by DB Energy Holdings LLC ("DB Energy"), Wexford Catalyst Fund, L.P. ("WCF"), Wexford Spectrum Fund, L.P. ("WSF"), Spectrum Intermediate Fund Limited ("SIF") and Catalyst Intermediate Fund Limited ("CIF" and, together with DB Energy, WCF, WSF and SIF, the "Funds"). The Fund sold these shares in an underwritten public offering pursuant to Diamondback Energy's Inc.'s effective registration statement on Form-3 (File No. 333-192009), including the Base Prospectus filed with the Securities and Exchange Commission (the "Commission") which became effective immediate upon filing with the Commission on November 5, 2013 and a Preliminary Prospectus Supplement dated June 23, 2014 and a Prospectus Supplement filed on June 24, 2014, the pricing date, as filed with the Commission pursuant to Rule 424(b)(5). DB Energy sold 942,794 shares, WSF sold 11,248 shares, WCF sold 1,778 shares, SIF sold 37,208 and CIF sold 6,972 shares.
( 2 )This form is jointly filed by Wexford Capital LP ("Wexford"), Charles E. Davidson ("Davidson"), Joseph M. Jacobs ("Jacobs"), Wexford GP LLC ("Wexford GP") and DB Energy. The common stock shown as beneficially owned by Davidson, Jacobs, Wexford GP and Wexford reflect common stock owned of record by the Funds. Wexford serves as manager, investment advisor or sub advisor of each of the Funds, and as such may be deemed to share beneficial ownership of the securities beneficially owned by the Funds. Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the securities beneficially owned by the Funds. (continued under Footnote (3) below).
( 3 )(continued from Footnote (2) above) Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any securities beneficially owned by the Funds for which Wexford serves as manager, investment advisor or sub advisor. Each of the Reporting Persons and each of the Funds disclaims beneficial ownership of the securities reported herein, except to the extent of his or its actual pecuniary interest therein.

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