Sec Form 4 Filing - Oak Valley Resources, LLC @ EARTHSTONE ENERGY INC - 2017-05-16

FORM 4 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 Oak Valley Resources, 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) 1400 WOODLOCH FOREST DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2017 (Street) THE WOODLANDS, TX77380 4. If Amendment, Date Original Filed (MM/DD/YY) 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 05/09/2017 J( 1 ) V 9,162,452 D 0 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) Class A Common Stock 05/09/2017 J( 1 ) V 9,162,452 A 9,162,452 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) Class A Common Stock 05/16/2017 J( 8 ) 9,162,452 D $ 0 0 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 (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 Oak Valley Resources, LLC 1400 WOODLOCH FOREST DRIVE SUITE 300 THE WOODLANDS, TX77380 X EnCap Partners, LLC 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX77002 X Signatures By: Oak Valley Resources, LLC, By: /s/ Frank A. Lodzinski, President and Chief Executive Officer 05/18/2017 Signature of Reporting Person Date By: EnCap Partners, LLC, By: /s/ Robert L. Zorich, Managing Partner 05/18/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock, $0.001 par value per share, was reclassified into one share of Class A Common Stock, $0.001 par value per share. ( 2 )These securities are directly held by Oak Valley Resources, LLC (Oak Valley). ( 3 )EnCap Energy Capital Fund VII, L.P. (EnCap Fund VII), EnCap Energy Capital Fund VI, L.P. (EnCap Fund VI), EnCap VI-B Acquisitions, L.P. (EnCap Fund VI-B), EnCap Energy Capital Fund V, L.P. (EnCap Fund V), and EnCap V-B Acquisitions, L.P. (EnCap Fund V-B and together with Encap Fund VII, EnCap Fund VI, EnCap Fund VI-B and EnCap Fund V, the EnCap Funds) collectively own 58.8% of the Class A membership interests of Oak Valley. Accordingly, the EnCap Funds may be deemed to beneficially own the reported securities. ( 4 )EnCap Partners, LLC (EnCap Partners) is the managing member of EnCap Investments Holdings, LLC (EnCap Holdings), which is the sole member of EnCap Investments GP, L.L.C. (EnCap Investments GP), which is the general partner of EnCap Investments L.P. (EnCap Investments LP), which is the general partner of EnCap Equity Fund VII GP, L.P. (EnCap Fund VII GP), EnCap Equity Fund VI GP, L.P. (EnCap Fund VI GP), and EnCap Equity Fund V GP, L.P. (EnCap Fund V GP). EnCap Fund VII GP is the general partner of EnCap Fund VII. (continued in Footnote 5). ( 5 )(continued from Footnote 4). EnCap Fund VI GP is the general partner of EnCap Fund VI. EnCap Fund VI GP is also the general partner of EnCap Energy Capital Fund VI-B, L.P. (EnCap Capital Fund VI-B), which is the sole member of EnCap VI-B Acquisitions GP, LLC (EnCap VI-B Acquisitions GP), which is the general partner of EnCap Fund VI-B. EnCap Fund V GP is the general partner of EnCap Fund V. EnCap Fund V GP is also the general partner of EnCap Energy Capital Fund V-B, L.P. (EnCap Capital Fund V-B), which is the sole member of EnCap V-B Acquisitions GP, LLC (EnCap V-B Acquisitions GP), which is the general partner of EnCap Fund V-B. Therefore, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments LP, EnCap Fund VII GP, EnCap Fund VI GP, EnCap Fund V GP, EnCap Capital Fund V-B, EnCap Capital Fund VI-B, EnCap VI-B Acquisitions GP and EnCap V-B Acquisitions GP may be deemed to beneficially own the reported securities. ( 6 )This report is filed in connection with the Form 4 filed today by Mr. Zorich. ( 7 )The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose. ( 8 )Pro rata distribution by Oak Valley Resources, LLC to its members for no consideration.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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