Sec Form 4 Filing - Anderson Robert John @ EARTHSTONE ENERGY INC - 2021-01-27

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 Anderson Robert John 2. Issuer Name and Ticker or Trading Symbol EARTHSTONE ENERGY INC [ ESTE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 1400 WOODLOCH FOREST DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/27/2021 (Street) THE WOODLANDS, TX77380 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Class A Common Stock 01/27/2021 A 84,000 A 451,872 D

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 Performance Unit ( 2 ) 01/27/2021 A 252,000 ( 2 ) 12/31/2023 Class A Common Stock 252,000 $ 0 252,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Anderson Robert John 1400 WOODLOCH FOREST DRIVE SUITE 300 THE WOODLANDS, TX77380 President and CEO Signatures /s/ Robert J. Anderson 01/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This restricted stock unit award vests on an equal quarterly basis over a three-year period with the first vesting date on March 31, 2021, subject to the terms of the restricted stock unit agreement. Each restricted stock unit represents the contingent right to receive one share of Class A common stock of the Issuer. ( 2 )This performance unit award is subject to the terms of the performance unit agreement. The vesting of the award is subject to the satisfaction of certain performance criteria in the period beginning January 1, 2021 and ending December 31, 2023. The units are valued on a one-to-one basis to the Class A common stock of the Issuer and are intended to be settled in cash but may be settled in stock upon vesting. The number of shares of Class A common stock applicable to the award can range from 0% to 200% of the number presented above.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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