Lodzinski Frank Alan 4
4 · EARTHSTONE ENERGY INC · Filed Nov 2, 2023
Insider Transaction Report
Form 4
Lodzinski Frank Alan
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Class A Common Stock
2023-11-01−170,869→ 0 total - Disposition to Issuer
Class A Common Stock
2023-11-01−356,418→ 0 total(indirect: By LLC)
Footnotes (3)
- [F1]This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 21, 2023, by and among Earthstone Energy, Inc., a Delaware corporation (the "Issuer"), Earthstone Energy Holdings, LLC, a Delaware limited liability company, Permian Resources Corporation, a Delaware corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub II"), and Permian Resources Operating, LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, on November 1, 2023 (the "Merger Effective Time"), Merger Sub I merged with and into the Issuer and such surviving corporation merged into Merger Sub II with Merger Sub II surviving as a direct, wholly owned subsidiary of Permian.
- [F2]Pursuant to the Merger Agreement, each share of Class A Common Stock of the Issuer beneficially owned by the Reporting Person at the Merger Effective Time was exchanged for the right to receive 1.446 shares of common stock, par value $0.0001 per share of Permian, with cash paid in lieu of the issuance of fractional shares.
- [F3]The reporting person disclaims beneficial ownership of any shares of the Registrant's Class A common stock held by Azure Energy, LLC, except to the extent of his pecuniary interest therein.