4//SEC Filing
Anderson Robert John 4
Accession 0000899243-23-020130
CIK 0000010254other
Filed
Nov 1, 8:00 PM ET
Accepted
Nov 2, 9:20 PM ET
Size
20.1 KB
Accession
0000899243-23-020130
Insider Transaction Report
Form 4
Transactions
- Exercise/Conversion
Performance Unit
2023-11-01−504,000→ 0 total→ Common Stock (504,000 underlying) - Exercise/Conversion
Performance Unit
2023-11-01−219,440→ 0 total→ Common Stock (219,440 underlying) - Exercise/Conversion
Class A Common Stock
2023-11-01+504,000→ 1,298,316 total - Exercise/Conversion
Class A Common Stock
2023-11-01+219,440→ 1,517,756 total - Disposition to Issuer
Class A Common Stock
2023-11-01−1,805,316→ 0 total - Exercise/Conversion
Class A Common Stock
2023-11-01+154,840→ 1,672,596 total - Award
Class A Common Stock
2023-11-01+132,720→ 1,805,316 total - Exercise/Conversion
Performance Unit
2023-11-01−154,840→ 0 total→ Common Stock (154,840 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 0001397146
Filing Metadata
- Form type
- 4
- Filed
- Nov 1, 8:00 PM ET
- Accepted
- Nov 2, 9:20 PM ET
- Size
- 20.1 KB