Sec Form 4 Filing - Peterson Lynn A @ PDC ENERGY, INC. - 2020-01-14

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 Peterson Lynn A 2. Issuer Name and Ticker or Trading Symbol PDC ENERGY, INC. [ PDCE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1775 SHERMAN STREET, SUITE 3000 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2020 (Street) DENVER, CO80203 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 01/14/2020 A 113,466 ( 1 ) A 113,466 D Common Stock 01/14/2020 A 29,116 ( 3 ) A 142,582 D Common Stock 01/14/2020 A 75,039 ( 5 ) A 217,621 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 Exe rcisable Expiration Date Title Amount or Number of Shares Performance Share Units ( 7 ) 01/14/2020 A 66,906 ( 7 ) 12/31/2021 Common Stock 66,906 ( 8 ) 66,906 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Peterson Lynn A 1775 SHERMAN STREET, SUITE 3000 DENVER, CO80203 X Signatures /s/ Nicole L. Martinet under Power of Attorney by Lynn A. Peterson 01/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 14, 2020, PDC Energy, Inc. ("PDC") and SRC Energy Inc. ("SRC") completed the transactions contemplated by that certain Agreement and Plan of Merger, dated August 25, 2019, by and between PDC and SRC (the "Merger Agreement"), pursuant to which SRC merged with and into PDC, with PDC as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each share of SRC common stock, par value $0.001 per share ("SRC Common Stock"), beneficially owned by the Reporting Person at the Effective Time of the Merger, was cancelled and exchanged for 0.158 shares of PDC common stock, par value $0.01 per share ("PDC Common Stock"). ( 2 )Received in exchange for 718,140 shares of SRC Common Stock in connection with the Merger. On the effective date of the Merger, the closing price of PDC Common Stock was $25.16 per share and the closing price of SRC Common Stock was $4.00 per share. ( 3 )Pursuant to the Merger Agreement, at the Effective Time, the SRC restricted stock units of the Reporting Person immediately vested and were converted into the right to receive a number of shares of PDC Common Stock that is equal to the product of (a) the number of shares of SRC Common Stock subject to such SRC restricted stock units as of immediately prior to the Effective Time, multiplied by (b) 0.158, subject to any applicable withholding taxes, with cash in lieu of fractional shares. ( 4 )Received in exchange for 328,605 SRC restricted stock units in connection with the Merger. On the effective date of the Merger, the closing price of PDC Common Stock was $25.16 per share and the closing price of SRC Common Stock was $4.00 per share. ( 5 )Pursuant to the Merger Agreement, at the Effective Time, certain of the SRC performance share units of the Reporting Person immediately vested and were converted into the right to receive a number of shares of PDC Common Stock that is equal to the product of (a) the number of shares of SRC Common Stock subject to such SRC performance share units as of immediately prior to the Effective Time, multiplied by (b) 0.158, subject to any applicable withholding taxes, with cash in lieu of fractional shares. ( 6 )Received in exchange for 846,906 SRC performance share units in connection with the Merger. On the effective date of the Merger, the closing price of PDC Common Stock was $25.16 per share and the closing price of SRC Common Stock was $4.00 per share. ( 7 )Pursuant to the Merger Agreement, at the Effective Time, certain SRC performance share units of the Reporting Person were converted into the right to receive a number of shares of PDC performance share units that is equal to the product of (a) the number of shares of SRC Common Stock subject to such SRC performance share units as of immediately prior to the Effective Time, multiplied by (b) 0.158, rounding the resulting number to the nearest whole number of shares. Each PDC performance share unit represents a contingent right to receive 0-200% of that number in shares of PDC common stock. The amount reported represents the "target" number. The performance share units vest upon achievement of specified metrics compared to certain peers, as described in the related grant agreement. ( 8 )Received in exchange for 423,453 performance shares units of SRC in connection with the Merger. On the effective date of the Merger, the closing price of PDC Common Stock was $25.16 per share and the closing price of SRC Common Stock was $4.00 per share.

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