Sec Form 4 Filing - Lodzinski Frank Alan @ EARTHSTONE ENERGY INC - 2017-05-17

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 Lodzinski Frank Alan 2. Issuer Name and Ticker or Trading Symbol EARTHSTONE ENERGY INC [ ESTE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 1400 WOODLOCH FOREST DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2017 (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 Common Stock 05/01/2017 G( 1 ) V 75,000 D $ 0 75,000 ( 2 ) D Common Stock 05/01/2017 G( 1 ) V 75,000 A $ 0 99,500 I By Azure Energy, LLC ( 3 ) Common Stock 05/09/2017 J( 4 ) V 75,000 ( 2 ) D 0 D Class A Common Stock 05/09/2017 J( 4 ) V 75,000 ( 2 ) A 75,000 ( 2 ) D Common Stock 05/09/2017 J( 4 ) V 99,500 D 0 I By Azure Energy, LLC ( 3 ) Class A Common Stock 05/09/2017 J( 4 ) V 99,500 A 99,500 I By Azure Energy, LLC ( 3 ) Class A Common Stock 05/17/2017 J( 5 ) 68,298 A $ 0 167,798 I By Azure Energy, LLC ( 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 Lodzinski Frank Alan 1400 WOODLOCH FOREST DRIVE SUITE 300 THE WOODLANDS, TX77380 X CEO Signatures /s/ Frank A. Lodzinski 05/19/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction involved a gift of securities by the reporting person to Azure Energy, LLC. ( 2 )Includes a restricted stock unit award that vests as to 66,666 units in eight equal monthly installments with the next vesting date on May 31, 2017, 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. ( 3 )The reporting person disclaims beneficial ownership of any shares of the Issuer's Class A Common Stock held by Azure Energy, LLC, except to the extent of his pecuniary interest therein. ( 4 )Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock, $0.001 par value per share, was reclassified into one share of Class A Common Stock, $0.001 par value per share. ( 5 )Represents 68,298 shares of Class A Common Stock distributed to Azure Energy, LLC as part of a pro rata distribution by Oak Valley Management, LLC to its members for no consideration. Oak Valley Management, LLC received the shares pursuant to a pro rata distribution by Oak Valley Resources, LLC to its members for no consideration.

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