Sec Form 4 Filing - Warburg Pincus Partners II (US), L.P. @ EARTHSTONE ENERGY INC - 2022-08-17

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 Warburg Pincus Partners II (US), 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) C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/17/2022 (Street) NEW YORK, NY10017 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, par value $0.001 per share 08/17/2022 S( 1 ) 6,700,000 D 19,689,956 I See footnotes( 2 )( 3 )( 4 )( 5 )( 6 )( 7 )( 8 )( 9 )( 10 )( 11 )

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 Direct or 10% Owner Officer Other Warburg Pincus Partners II (US), L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X Warburg Pincus & Co US, LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X WARBURG PINCUS LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Signatures Warburg Pincus Partners II (US), L.P., By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 08/19/2022 Signature of Reporting Person Date Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 08/19/2022 Signature of Reporting Person Date Warburg Pincus LLC, By: /s/ Robert B. Knauss, Authorized Signatory 08/19/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 17, 2022, the Holders (as defined below) sold an aggregate of 6,700,000 shares of Class A Common Stock, par value $0.001, of the Issuer in a block trade. ( 2 )Following the transaction reported herein, the shares include 1,584,296 shares held of record by, or for the benefit of, Warburg Pincus Private Equity (E&P) XI - A, L.P. ("WP E&P XI A"), 121,818 shares held of record by, or for the benefit of, Warburg Pincus XI (E&P) Partners - A, L.P. ("WP XI E&P Partners A"), 1,543,471 shares held of record by, or for the benefit of, WP IRH Holdings, L.P. ("WP IRH Holdings"), 42,801 shares held of record by, or for the benefit of, Warburg Pincus XI (E&P) Partners-B IRH, LLC ("WP XI E&P Partners B IRH"), 2,372,494 shares held of record by, or for the benefit of, WP Energy IRH Holdings, L.P. ("WPE IRH Holdings"), 194,251 shares held of record by, or for the benefit of, WP Energy Partners IRH Holdings, L.P. ("WPE Partners IRH Holdings") and 75,725 shares held of record by, or for the benefit of, Warburg Pincus Energy (E&P) Partners-B IRH, LLC ("WPE E&P Partners B IRH"), ( 3 )(cont. from footnote 2) 391,849 shares held of record by, or for the benefit of, Warburg Pincus Energy (E&P) Partners-A, L.P. ("WPE E&P Partners A"), 6,487,916 shares held of record by, or for the benefit of, Warburg Pincus Energy (E&P)-A, L.P. ("WPE E&P A"), 1,767,775 shares held of record by, or for the benefit of, WP Energy Chisholm Holdings, L.P. ("WPE Chisholm Holdings"), 144,739 shares held of record by, or for the benefit of, WP Energy Partners Chisholm Holdings, L.P. ("WPEP Chisholm Holdings"), 56,424 shares held of record by, or for the benefit of, Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC ("WPE E&P Partners B Chisholm"), ( 4 )(cont. from footnote 3) 1,793,043 shares held of record by, or for the benefit of, Warburg Pincus Private Equity (E&P) XII (A), L.P. ("WP PE E&P XII"), 2,558,148 shares held of record by, or for the benefit of, WP XII Chisholm Holdings, L.P. ("WP XII Chisholm Holdings"), 28,064 shares held of record by, or for the benefit of, Warburg Pincus XII (E&P) Partners-2 Chisholm, LLC ("WP XII E&P Partners 2 Chisholm"), 43,029 shares held of record by, or for the benefit of, Warburg Pincus Private Equity (E&P) XII-D (A), L.P. ("WP PE E&P XII D"), ( 5 )(cont. from footnote 4) 65,107 shares held of record by, or for the benefit of, Warburg Pincus Private Equity (E&P) XII-E (A), L.P. ("WP PE E&P XII E"), 117,263 shares held of record by, or for the benefit of, WP XII (E&P) Partners (A), L.P. ("WP XII E&P Partners A") and 301,743 shares held of record by, or for the benefit of, Warburg Pincus XII (E&P) Partners-1, L.P. ("WP XII E&P Partners 1") (collectively, the "Holders"). ( 6 )Warburg Pincus Energy (E&P) Partners-B, L.P. ("WPE E&P Partners B") is the managing member of WPE E&P Partners B Chisholm and the general partner of WPE E&P Partners B IRH. Warburg Pincus (E&P) Energy GP, L.P. ("WP E&P Energy GP") is the general partner of WPE E&P A, WPE E&P Partners A, WPE E&P Partners B, WPE IRH Holdings, WPE Partners IRH Holdings, WPE Chisholm Holdings and WPEP Chisholm Holdings. Warburg Pincus (E&P) Energy LLC ("WPE E&P Energy LLC") is the general partner of WP E&P Energy GP. ( 7 )Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners B") is the general partner of WP XI E&P Partners B IRH. Warburg Pincus (E&P) XI, L.P. ("WP XI E&P GP") is the general partner of WP E&P XI A, WP XI E&P Partners A, WP IRH Holdings, and WP XI E&P Partners B. Warburg Pincus (E&P) XI LLC ("WP XI E&P GP LLC") is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the managing member of WP XI E&P GP LLC. ( 8 )Warburg Pincus XII (E&P) Partners-2, L.P. ("WP XII E&P Partners 2") is the managing member of WP XII E&P Partners 2 Chisholm. Warburg Pincus (E&P) XII, L.P. ("WP E&P XII") is the general partner of WP XII E&P Partners 2, WP PE E&P XII, WP XII Chisholm Holdings, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners A and WP XII E&P Partners 1. Warburg Pincus (E&P) XII LLC ("WP E&P XII LLC") is the general partner of WP E&P XII. ( 9 )Warburg Pincus Partners II (US), L.P. ("WPP II US") is the managing member of WPP E&P XI, WP E&P XII LLC and WPE E&P Energy LLC. Warburg Pincus & Company US, LLC ("WP & Co. US LLC") is the general partner of WPP II US. Warburg Pincus LLC ("WP LLC") is a registered investment adviser, and the manager of WP PE E&P XII, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners 1, WP XII E&P Partners A, WP E&P XI A, WP XI E&P Partners A, WP XI E&P Partners B, WPE E&P Partners A, WPE E&P Partners B and WPE E&P A. ( 10 )Each Holder and each of WPE E&P Partners B, WP E&P Energy GP, WPE E&P Energy LLC, WP XI E&P Partners B, WP XI E&P GP, WP XI E&P GP LLC, WPP E&P XI, WP XII E&P Partners 2, WP E&P XII, WP E&P XII LLC, WPP II US, WP & Co. US LLC and WP LLC (collectively, the "Parent Entities" and, together with the Holders, the "Reporting Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Holders and, therefore, a "ten percent holder" hereunder. ( 11 )Each Holder and each Parent Entity disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

Remarks: Due to the limitations of the electronic filing system, certain Reporting Entities are filing a separate Form 4.

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).

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