Earthstone Energy Inc.

08/19/2022 | Press release | Distributed by Public on 08/19/2022 19:01

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
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 OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Warburg Pincus Private Equity (E&P) XI-A, 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 _____ 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 (Month/Day/Year)
(Street)
NEW YORK NY 10017
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Warburg Pincus Private Equity (E&P) XI-A, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017

X
Warburg Pincus XI (E&P) Partners - A, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017

X
WP IRH Holdings, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017

X
Warburg Pincus XI (E&P) Partners-B IRH, LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017

X
WP Energy IRH Holdings, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017

X
WP Energy Partners IRH Holdings, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017

X
Warburg Pincus Energy (E&P) Partners-B IRH, LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017

X
Warburg Pincus Energy (E&P) Partners-A, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017

X
Warburg Pincus Energy (E&P)-A, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017

X
Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017

X

Signatures

Warburg Pincus Private Equity (E&P) XI-A, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 2022-08-19
**Signature of Reporting Person Date
Warburg Pincus XI (E&P) Partners-A, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 2022-08-19
**Signature of Reporting Person Date
WP IRH Holdings, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 2022-08-19
**Signature of Reporting Person Date
Warburg Pincus XI (E&P) Partners-B IRH, LLC, By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 2022-08-19
**Signature of Reporting Person Date
WP Energy IRH Holdings, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 2022-08-19
**Signature of Reporting Person Date
WP Energy Partners IRH Holdings, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 2022-08-19
**Signature of Reporting Person Date
Warburg Pincus Energy (E&P) Partners-B IRH, LLC, By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 2022-08-19
**Signature of Reporting Person Date
Warburg Pincus Energy (E&P) Partners-A, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 2022-08-19
**Signature of Reporting Person Date
Warburg Pincus Energy (E&P)-A, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 2022-08-19
**Signature of Reporting Person Date
Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC, By: Warburg Pincus & Company US, LLC, By: /s/ Robert B. Knauss, Authorized Signatory 2022-08-19
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.