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Form 4 EARTHSTONE ENERGY INC For: Dec 19 Filed by: SINGLETON RAY J JR

April 28, 2015 4:16 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
SINGLETON RAY J JR
(Last) (First) (Middle)
633 17TH ST., STE. 2320
(Street)
DENVER CO 80202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EARTHSTONE ENERGY INC [ ESTE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
EVP
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/19/2014   M   886 A $ 0 451,924 D  
Common Stock 12/19/2014   M   1,078 A $ 0 453,002 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Award (1) 12/19/2014   M     886   (2)   (2) Common Stock 886 $ 0 0 D  
Restricted Stock Award (1) 12/19/2014   M     1,078   (3)   (3) Common Stock 1,078 $ 0 0 D  
Explanation of Responses:
1. Each share of restricted stock represents the contingent right to receive one share of Earthstone Energy, Inc. (Issuer) common stock.
2. On May 21, 2013, the Reporting Person was granted a restricted stock award that vesting in three annual installments: 443 shares on April 1, 2014, 443 shares on April 1, 2015, and 443 shares on April 1, 2016. The restricted stock award became fully vested pursuant to its terms upon a change of control as occurred on December 19, 2014, pursuant to (i) the closing of the Exchange Agreement dated May 15, 2014 and as amended September 26, 2014 (Exchange Agreement) between the Issuer and Oak Valley Resources, LLC (Oak Valley); and (ii) the closing of the Contribution Agreement dated October 16, 2014 (Contribution Agreement), by and among the Issuer, Oak Valley, Sabine River Energy, LLC, Oak Valley Operating, LLC, Parallel Resource Partners, LLC, and Flatonia Energy, LLC.
3. On April 1, 2014, the Reporting Person was granted a restricted stock award vesting in three annual installments: 360 shares on April 1, 2015, 359 shares on April 1, 2016, and 359 shares on April 1, 2017. The restricted stock award became fully vested pursuant to its terms upon a change of control as occurred on December 19, 2014, pursuant to (i) the closing of the Exchange Agreement, and (ii) the closing of the Contribution Agreement.
/s/ Ray Singleton 04/28/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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