Sec Form 4 Filing - EnCap Energy Capital Fund V L P @ EARTHSTONE ENERGY INC - 2021-01-07

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
EnCap Energy Capital Fund V L P
2. Issuer Name and Ticker or Trading Symbol
EARTHSTONE ENERGY INC [ ESTE]
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)
1100 LOUISIANA STREET, SUITE 4900,
3. Date of Earliest Transaction (MM/DD/YY)
01/07/2021
(Street)
HOUSTON, TX77002
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
Class A Common Stock ( 1 ) ( 2 ) 01/07/2021 J( 3 ) 638,744 ( 3 ) D $ 3.99 4,611,808 ( 4 ) I See footnote ( 1 ) ( 2 )
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
Class B Common Stock ( 1 ) ( 2 ) ( 5 ) ( 5 ) ( 5 ) Class A Common Stock ( 5 ) 33,956,524 ( 5 ) I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EnCap Energy Capital Fund V L P
1100 LOUISIANA STREET, SUITE 4900
HOUSTON, TX77002
X
EnCap V-B Acquisitions, L.P.
1100 LOUISIANA STREET, SUITE 4900
HOUSTON, TX77002
X
ENCAP ENERGY CAPITAL FUND VI L P
1100 LOUISIANA STREET, SUITE 4900
HOUSTON, TX77002
X
EnCap VI-B Acquisitions, L.P.
1100 LOUISIANA STREET, SUITE 4900
BOSTON, TX77002
X
ENCAP ENERGY CAPITAL FUND VII LP
1100 LOUISIANA STREET, SUITE 4900
HOUSTON, TX77002
X
Bold Energy Holdings, LLC
C/O ENCAP INVESTMENTS L.P.
1100 LOUISIANA STREET, SUITE 4900
HOUSTON, TX77002
X
EnCap Energy Capital Fund IX, L.P.
1100 LOUISIANA STREET, SUITE 4900
HOUSTON, TX77002
X
EnCap Partners GP, LLC
1100 LOUISIANA STREET, SUITE 4900
HOUSTON, TX77002
X
Signatures
EnCap Energy Capital Fund V, L.P., By: EnCap Equity Fund V GP, L.P., its general partner, EnCap Investments L.P., its general partner, EnCap Investments GP, L.L.C., its general partner, /s/ Douglas E. Swanson, Jr., Managing Director 01/11/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )EnCap Partners GP, LLC ("EnCap Partners GP") is general partner of EnCap Partners, LP ("EnCap Partners"), which is managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is general partner of EnCap Investments L.P. ("Investments LP"), which is general partner of EnCap Equity Fund V GP, L.P. ("Fund V GP"), EnCap Equity Fund VI GP, L.P. ("Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("Fund VII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are general partner of EnCap Energy Capital Fund V, L.P. ("Fund V"), EnCap Energy Capital Fund VI, L.P. ("Fund VI"), EnCap Energy Capital Fund VII, L.P. ("Fund VII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund V GP is general partner of EnCap Energy Capital Fund V-B, L.P., which is sole member of EnCap V-B Acquisitions GP, LLC, which is general partner of EnCap V-B Acquisitions, L.P. ("Fund V-B").
( 2 )(Continued from footnote 1): Fund VI GP is also general partner of EnCap Energy Capital Fund VI-B, L.P., which is sole member of EnCap VI-B Acquisitions GP, LLC, which is general partner of EnCap VI-B Acquisitions, L.P. ("Fund VI-B"). Fund IX directly owns 100% of the membership interests of Bolding Energy Holdings, LLC ("Bold"). Therefore, each EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund V GP, Fund VI GP, Fund VII GP or Fund IX GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
( 3 )These shares of Class A Common Stock were directly held by Fund V, Fund V-B, Fund VI and Fund VI-B (collectively, the "Seller Funds") and transferred to Independence Resources Holdings, LLC on January 7, 2021, upon closing of the transactions contemplated by that certain Securities Purchase Agreement, dated December 17, 2020 (the "Transactions").
( 4 )These shares of Class A Common Stock are directly held by Fund VII.
( 5 )These shares of Class B Common Stock are directly held by Bold. Each share of Class B Common Stock represents the right to receive, at Bold's discretion, either one share of Class A Common Stock or its equivalent in cash, in exchange for one share of Class B Common Stock and one Unit of Earthstone Energy Holdings, LLC ("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.

Remarks:
This form represents an exit Form 4 for each of the Seller Funds due to the Seller Funds no longer owning any voting stock of the issuer as a result of the Transactions.Exhibit List:Exhibit 99 - Joint Filer Information

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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