4//SEC Filing
Collins Steven C. 4
Accession 0000899243-23-020124
CIK 0000010254other
Filed
Nov 1, 8:00 PM ET
Accepted
Nov 2, 9:17 PM ET
Size
20.1 KB
Accession
0000899243-23-020124
Insider Transaction Report
Form 4
Collins Steven C.
EVP and COO
Transactions
- Exercise/Conversion
Performance Unit
2023-11-01−71,470→ 0 total→ Common Stock (71,470 underlying) - Exercise/Conversion
Class A Common Stock
2023-11-01+71,470→ 932,273 total - Disposition to Issuer
Class A Common Stock
2023-11-01−993,533→ 0 total - Exercise/Conversion
Performance Unit
2023-11-01−127,530→ 0 total→ Common Stock (127,530 underlying) - Exercise/Conversion
Class A Common Stock
2023-11-01+127,530→ 860,803 total - Award
Class A Common Stock
2023-11-01+61,260→ 993,533 total - Exercise/Conversion
Class A Common Stock
2023-11-01+288,000→ 733,273 total - Exercise/Conversion
Performance Unit
2023-11-01−288,000→ 0 total→ Common Stock (288,000 underlying)
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 Class A common stock, par value $0.0001 per share of Permian, with cash paid in lieu of the issuance of fractional shares (the "Merger Consideration").
- [F3]Represents shares of Class A Common Stock issued by the Issuer from the vesting and settlement of a performance unit award. Pursuant to the Merger Agreement, the performance criteria of each outstanding performance unit award was deemed satisfied at maximum performance immediately prior to the Merger Effective Time and converted into the right to receive the Merger Consideration.
Documents
Issuer
EARTHSTONE ENERGY INC
CIK 0000010254
Entity typeother
Related Parties
1- filerCIK 0001628376
Filing Metadata
- Form type
- 4
- Filed
- Nov 1, 8:00 PM ET
- Accepted
- Nov 2, 9:17 PM ET
- Size
- 20.1 KB