Sec Form 3/A Filing - Flatonia Energy, LLC @ EARTHSTONE ENERGY INC - 2014-12-19

FORM 3/A 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Flatonia Energy, LLC 2. Issuer Name and Ticker or Trading Symbol EARTHSTONE ENERGY INC [ ESTE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 700 LOUISIANA ST., SUITE 5000 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2014 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 12/29/2014 6. Individual or Joint/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 (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.001 per share ("Common Stock") 2,957,288 I See Footnotes. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flatonia Energy, LLC 700 LOUISIANA ST., SUITE 5000 HOUSTON, TX77002 X Energy Recapitalization & Restructuring Fund, L.P. 700 LOUISIANA ST., SUITE 5000 HOUSTON, TX77002 X Carlson Energy Partners I, LLC 2100 MCKINNEY AVENUE, SUITE 1800, DALLAS, TX75201 X Carlson Energy Corp. 2100 MCKINNEY AVENUE, SUITE 1800, DALLAS, TX75201 X Howie John K 700 LOUISIANA ST., SUITE 5000 HOUSTON, TX77002 X Carlson Clint Duane 2100 MCKINNEY AVENUE, SUITE 1800, DALLAS, TX75201 X Hulme Ron 700 LOUISIANA ST., SUITE 5000 HOUSTON, TX77002 X Wilder John C Jr 200 CRESCENT CT. #200 DALLAS, TX75201 X Signatures FLATONIA ENERGY, LLC, By: /s/ John K. Howie, Name: John K. Howie, Title: President 12/31/2014 Signature of Reporting Person Date ENERGY RECAPITALIZATION AND RESTRUCTURING FUND, L.P., By: Parallel Resource Partners, LLC, its general partner, By: /s/ Ron Hulme, Name: Ron Hulme, Title: Chief Executive Officer 12/31/2014 Signature of Reporting Person Date CARLSON ENERGY PARTNERS I, LLC, By: /s/ Clint D. Carlson, Name: Clint D. Carlson, Title: Chairman 12/31/2014 Signature of Reporting Person Date CARLSON ENERGY CORP., By: /s/ Clint D. Carlson, Name: Clint D. Carlson, Title: President 12/31/2014 Signature of Reporting Person Date /s/ John K. Howie, John K. Howie 12/31/2014 Signature of Reporting Person Date /s/ Clint D. Carlson, Clint D. Carlson 12/31/2014 Signature of Reporting Person Date /s/ Ron Hulme, Ron Hulme 12/31/2014 Signature of Reporting Person Date /s/ C. John Wilder, Jr., C. John Wilder Jr. 12/31/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Common Stock reported herein are directly beneficially owned by Flatonia Energy, LLC, a Delaware limited liability company ("Flatonia"). As of the date hereof, for purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Flatonia and the other Reporting Persons may be each deemed to be the beneficial owner of an aggregate of 2,957,288 shares of Common Stock, representing 21.4% of the outstanding shares of ESTE's outstanding Common Stock, based on a total of 13,819,100 shares of Common Stock, which ESTE has represented to the Reporting Persons was outstanding as of December 19, 2014. ( 2 )(Continued From Footnote 1) The filing of this statement on Form 3 shall not be construed as an admission that any Reporting Person other than Flatonia is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any of the shares of Common Stock. Pursuant to Rule 13d-4, each such Reporting Person disclaims all such beneficial ownership. ( 3 )Flatonia Holdings, LLC, a Delaware limited liability company ("Flatonia Holdings") owns, directly and indirectly, 100% of the membership interests of Flatonia. ( 4 )Energy Recapitalization and Restructuring Fund, L.P., a Delaware limited partnership ("ERR") owns 41.8%, ERR FI Flatonia Holdings, LLC, a Delaware limited liability company ("ERR FI Flatonia Holdings") owns 3.3% and ERR FI II Flatonia Intermediate, L.P., a Delaware limited partnership ("ERR FI II Flatonia Intermediate") owns 14.4%, in each case, of the membership interests of Flatonia Holdings. ( 5 )Energy Recapitalization and Restructuring FI, Ltd, a Cayman Islands exempted company ("ERR FI Ltd.") owns 100% of the membership interests of ERR FI Flatonia Holdings, and Energy Recapitalization and Restructuring FI Fund, L.P., a Cayman Islands limited partnership ("ERR FI") owns 100% of the issued and outstanding shares of stock of ERR FI Ltd. ( 6 )As set forth above, ERR, ERR FI and ERR FI II Flatonia Intermediate (collectively, the "ERR Entities") own 59.6% of the membership interests of Flatonia Holdings. Parallel Resource Partners, LLC, a Delaware limited liability company ("Parallel") serves as the general partner of, and has the power to direct the affairs of, each of the ERR Entities. Parallel also serves as the manager of Flatonia Holdings and owns, directly or indirectly, 1.5% of the membership interests of Flatonia Holdings. The board of managers of Parallel consists of Clint D. Carlson, C. John Wilder, Jr., Ron Hulme, John K. Howie, and Jonathan Siegler. ( 7 )Together, Carlson Energy Partners I, LLC, a Delaware limited liability company ("CEP I") and Bluescape Energy Partners LLC, a Delaware limited liability company ("BEP") have the power to direct the affairs of Parallel. Additionally, CEP I and BEP each own 50% of the outstanding membership interests of Parallel. Together, Carlson Energy Corp., a Delaware corporation ("Carlson Corp."), Ron Hulme and John K. Howie form the board of managers CEP I and have the power to direct its affairs. Collectively, Carlson Corp., Ron Hulme and John Howie own 100% of the membership interests of CEP I. Mr. Clint D. Carlson has the power to direct the affairs of Carlson Corp., as its President. Bluescape Resources Company LLC, a Delaware limited liability company ("Bluescape Resources") owns 100% of the membership interests of BEP and has the power to direct the affairs of BEP. Mr. C. John Wilder, Jr. has the power to direct the affairs of Bluescape Resources as its Executive Chairman.

Remarks: Form 2 of 2This Amended Form 3 is filed on behalf of Flatonia. Flatonia Holdings, the ERR Entities, ERR FI Flatonia Holdings, ERR FI Ltd., Parallel, CEP I, Carlson Corp., BEP, Bluescape Resources, Ron Hulme, John K. Howie, Clint D. Carlson and C. John Wilder, Jr. (collectively, the "Reporting Persons"). At the original filing date, CEP I, ERR, John K. Howie, and Carlson Corp. either did not have the necessary SEC filing codes or needed to update their passphrase to access their CCC codes. CEP I, ERR, John K. Howie, and Carlson Corp. have since obtained the necessary filing codes and updated passphrases, as applicable, and are filing this amendment accordingly.

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).

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