UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Earthstone Energy, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001
(Title of Class of Securities)
27032D304
(CUSIP Number)
August 17, 2022
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
Names of Reporting Persons
Warburg Pincus Private Equity (E&P) XI–A, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,584,296 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,584,296 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,584,296 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.52% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”), of Earthstone Energy, Inc., a Delaware corporation (the “Issuer”) issued and outstanding as of July 28, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2022 (the “Form 10-Q”). The calculation excludes 34,261,641 shares of the Issuer’s Class B common stock, par value $0.001 per share (“Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of Earthstone Energy Holdings, LLC, a Delaware limited liability company (“EEH”), are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus XI (E&P) Partners–A, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
121,818 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
121,818 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
121,818 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.12% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
WP IRH Holdings, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,543,471 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,543,471 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,543,471 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.48% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus XI (E&P) Partners-B IRH, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
42,801 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
42,801 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,801 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.04% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus XI (E&P) Partners-B, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
42,801 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
42,801 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,801 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.04% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus (E&P) XI, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
3,249,585 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,249,585 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,249,585 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
3.11% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus (E&P) XI LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
3,249,585 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,249,585 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,249,585 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
3.11% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
| |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus Partners (E&P) XI LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
3,249,585 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,249,585 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,249,585 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
3.11% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
WP Energy IRH Holdings, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,372,494 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,372,494 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,372,494 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
2.27% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
WP Energy Partners IRH Holdings, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
194,251 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
194,251 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
194,251 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.19% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus Energy (E&P) Partners-B IRH, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
75,725 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
75,725 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
75,725 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.07% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus Energy (E&P) Partners-B, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
177,115 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
177,115 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
177,115 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.17% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus Energy (E&P) Partners–A, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
391,849 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
391,849 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
391,849 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.38% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus Energy (E&P)–A, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
6,487,916 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
6,487,916 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,487,916 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
6.21% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
56,424 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
56,424 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
56,424 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.05% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
WP Energy Chisholm Holdings, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,767,775 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,767,775 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,767,775 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.69% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
WP Energy Partners Chisholm Holdings, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
144,739 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
144,739 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
144,739 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.14% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus Private Equity (E&P) XII (A), L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,793,043 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,793,043 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,793,043 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.72% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
WP XII Chisholm Holdings, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,558,148 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,558,148 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,558,148 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
2.45% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus XII (E&P) Partners-2 Chisholm, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
28,064 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
28,064 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
28,064 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.03% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus Private Equity (E&P) XII-D (A), L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
43,029 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
43,029 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
43,029 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.04% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus Private Equity (E&P) XII-E (A), L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
65,107 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
65,107 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,107 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.06% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus XII (E&P) Partners-1, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
301,743 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
301,743 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
301,743 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.29% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
WP XII (E&P) Partners (A), L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
117,263 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
117,263 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
117,263 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.11% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus XII (E&P) Partners-2, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
28,064 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
28,064 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
28,064 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.03% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus (E&P) XII, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
4,878,333 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
4,878,333 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,878,333 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
4.67% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus (E&P) XII LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
4,878,333 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
4,878,333 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,878,333 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
4.67% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus (E&P) Energy GP, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
11,491,173 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
11,491,173 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,491,173 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.00% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus (E&P) Energy LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
11,491,173 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
11,491,173 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,491,173 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.00% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus Partners II (US), L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
19,689,956 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
19,689,956 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,689,956 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
18.85% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus & Company US, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
New York | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
19,689,956 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
19,689,956 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,689,956 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
18.85% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Warburg Pincus LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
New York | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
11,114,777 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
11,114,777 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,114,777 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
10.64% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| (1) | This calculation is based on a total of 104,442,648 shares of Class A Common Stock issued and outstanding as of July 28, 2022 as reported in the Issuer’s Form 10-Q. The calculation excludes 34,261,641 shares of the Issuer’s Class B Common Stock issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of EEH, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. |
Explanatory Note
This Schedule 13G (this “Schedule 13G”) relates to the shares of Class A Common Stock of the Issuer whose principal executive office is located at 1400 Woodloch Forest Drive, Suite 300, The Woodlands, Texas 77380. The Reporting Persons (as defined below) previously filed a Schedule 13D (the “Original Schedule 13D”) with the Securities and Exchange Commission (the “SEC”) on January 19, 2021, as amended by Amendment No. 1 filed with the SEC on February 23, 2022 (“Amendment No. 1”), as amended by Amendment No. 2 filed with the SEC on August 1, 2022 (“Amendment No. 2” and, as further amended, supplemented or restated hereby, the “Schedule 13D”). Effective July 28, 2022, the Reporting Persons have ceased to have the right to nominate one designee for election to the Issuer’s board of directors and, following the sale of an aggregate of 6,700,000 shares of Class A Common Stock on August 17, 2022, the Reporting Persons no longer hold more than 20% of the outstanding Class A Common Stock. As of the filing of this Schedule 13G, the Reporting Persons do not hold the securities with the purpose or effect of changing or influencing control of the Issuer. As such, this Schedule 13G is deemed to amend the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Schedule 13G shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
| Item 1(a). |
Name of Issuer | |
| Earthstone Energy, Inc. (the “Issuer”) | ||
| Item 1(b). |
Address of the Issuer’s Principal Executive Offices | |
| 1400 Woodloch Forest Drive, Suite 300 The Woodlands, Texas 77380 | ||
| Item 2(a). |
Names of Persons Filing | |
| This Schedule 13G is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
1. Warburg Pincus Private Equity (E&P) XI – A, L.P. (“WP E&P XI A”) 2. Warburg Pincus XI (E&P) Partners – A, L.P. (“WP XI E&P Partners A”) 3. WP IRH Holdings, L.P. (“WP IRH Holdings”) 4. Warburg Pincus XI (E&P) Partners-B IRH, LLC (“WP XI E&P Partners B IRH”) 5. Warburg Pincus XI (E&P) Partners – B, L.P. (“WP XI E&P Partners B”) 6. Warburg Pincus (E&P) XI, L.P. (“WP XI E&P GP”) 7. Warburg Pincus (E&P) XI LLC (“WP XI E&P GP LLC”) 8. Warburg Pincus Partners (E&P) XI LLC (“WPP E&P XI”) 9. WP Energy IRH Holdings, L.P. (“WPE IRH Holdings”) 10. WP Energy Partners IRH Holdings, L.P. (“WPE Partners IRH Holdings”) 11. Warburg Pincus Energy (E&P) Partners-B IRH, LLC (“WPE E&P Partners B IRH”) 12. Warburg Pincus Energy (E&P) Partners-B, L.P. (“WPE E&P Partners B”) 13. Warburg Pincus Energy (E&P) Partners-A, L.P. (“WPE E&P Partners A”) 14. Warburg Pincus Energy (E&P)-A, L.P. (“WPE E&P A”) 15. Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC (“WPE E&P Partners B Chisholm”) 16. WP Energy Chisholm Holdings, L.P. (“WPE Chisholm Holdings”) 17. WP Energy Partners Chisholm Holdings, L.P. (“WPEP Chisholm Holdings”) 18. Warburg Pincus Private Equity (E&P) XII (A), L.P. (“WP PE E&P XII”) 19. WP XII Chisholm Holdings, L.P. (“WP XII Chisholm Holdings”) 20. Warburg Pincus XII (E&P) Partners-2 Chisholm, LLC (“WP XII E&P Partners 2 Chisholm”) 21. Warburg Pincus Private Equity (E&P) XII-D (A), L.P. (“WP PE E&P XII D”) 22. Warburg Pincus Private Equity (E&P) XII-E (A), L.P. (“WP PE E&P XII E”) 23. Warburg Pincus XII (E&P) Partners-1, L.P. (“WP XII E&P Partners 1”) 24. WP XII (E&P) Partners (A), L.P. (“WP XII E&P Partners A”) 25. Warburg Pincus XII (E&P) Partners-2, L.P. (“WP XII E&P Partners 2”) 26. Warburg Pincus (E&P) XII, L.P. (“WP E&P XII”) | ||
| 27. Warburg Pincus (E&P) XII LLC (“WP E&P XII LLC”) 28. Warburg Pincus (E&P) Energy GP, L.P. (“WPE E&P GP”) 29. Warburg Pincus (E&P) Energy LLC (“WPE E&P GP LLC”) 30. Warburg Pincus Partners II (US), L.P. (“WPP II US”) 31. Warburg Pincus & Company US, LLC (“WP & Co. US LLC”) 32. Warburg Pincus LLC (“WP LLC”)
Each of the Reporting Persons, except for WP & Co. US LLC and WP LLC, is organized under the laws of the state of Delaware. WP & Co. US LLC and WP LLC are organized under the laws of the state of New York.
WPE E&P Partners B is the managing member of WPE E&P Partners B Chisholm and the general partner of WPE E&P Partners B IRH. WP E&P GP is the general partner of WPE E&P A, WPE E&P Partners A, WPE E&P Partners B, WPE IRH Holdings, WPE Partners IRH Holdings, WPE Chisholm Holdings and WPEP Chisholm Holdings. WPE E&P GP LLC is the general partner of WPE E&P GP. WP XI E&P Partners B is the general partner of WP XI E&P Partners B IRH. WP XI E&P GP is the general partner of WP E&P XI A, WP XI E&P Partners A, WP IRH Holdings, and WP XI E&P Partners B. WP XI E&P GP LLC is the general partner of WP XI E&P GP. WPP E&P XI is the managing member of WP XI E&P GP LLC. WP XII E&P Partners 2 is the managing member of WP XII E&P Partners 2 Chisholm. WP E&P XII is the general partner of WP XII E&P Partners 2, WP PE E&P XII, WP XII Chisholm Holdings, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners A and WP XII E&P Partners 1. WP E&P XII LLC is the general partner of WP E&P XII. WPP II US is the managing member of WPP E&P XI, WP E&P XII LLC and WPE E&P GP LLC. WP & Co. US LLC is the general partner of WPP II US. WP LLC is a registered investment adviser, and the manager of WP PE E&P XII, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners 1, WP XII E&P Partners A, WP E&P XI A, WP XI E&P Partners A, WP XI E&P Partners B, WPE E&P Partners A, WPE E&P Partners B and WPE E&P A. | ||
| Item 2(b). |
Address of the Principal Business Office, or if none, Residence: | |
| The principal business addresses of each of the Reporting Persons is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017. | ||
| Item 2(c). |
Citizenship | |
| See responses to Item 4 on each cover page. | ||
| Item 2(d). |
Title of Class of Securities | |
| Class A Common Stock, par value $0.001 per share | ||
| Item 2(e). |
CUSIP Number | |
| 27032D304 | ||
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): | |
| Not Applicable. | ||
| Item 4. |
Ownership
The information required by Items 4(a)-(c) is set forth in Items 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
| The Reporting Persons hold an aggregate total of 19,689,956 shares of Common Stock of the Issuer (approximately 18.85% of the outstanding shares of Common Stock of the Issuer). Each Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Reporting Person.
The percentages used herein are calculated based on a total of 104,442,648 shares of Class A Common Stock of the Issuer issued and outstanding as of July 28, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2022 (the “Form 10-Q”). The calculation excludes 34,261,641 shares of the Issuer’s Class B common stock, par value $0.001 per share (“Class B Common Stock”), issued and outstanding as of July 28, 2022, as reported in the Issuer’s Form 10-Q, which outstanding shares of Class B Common Stock (none of which are held by the Reporting Persons), together with an equivalent number of membership units of Earthstone Energy Holdings, LLC, are exchangeable by the holders thereof for shares of Class A Common Stock on a one-for-one basis. | ||
| Item 5. |
Ownership of Five Percent or Less of a Class | |
| Not Applicable. | ||
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person | |
| Not Applicable. | ||
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company | |
| Not Applicable. | ||
| Item 8. |
Identification and Classification of Members of the Group | |
| Not Applicable. | ||
| Item 9. |
Notice of Dissolution of Group | |
| Not Applicable. | ||
| Item 10. |
Certification | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. | ||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 22, 2022
| Warburg Pincus Private Equity (E&P) XI – A, L.P. | ||
| By: | Warburg Pincus (E&P) XI, L.P., its general partner | |
| By: | Warburg Pincus (E&P) XI LLC, its general partner | |
| By: | Warburg Pincus Partners (E&P) XI LLC, its sole | |
| member | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing | |
| member | ||
| By: | Warburg Pincus & Company US, LLC, its general | |
| partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| Warburg Pincus XI (E&P) Partners – A, L.P. | ||
| By: | Warburg Pincus (E&P) XI, L.P., its general partner | |
| By: | Warburg Pincus (E&P) XI LLC, its general partner | |
| By: | Warburg Pincus Partners (E&P) XI LLC, its sole | |
| member | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing | |
| member | ||
| By: | Warburg Pincus & Company US, LLC, its general | |
| partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| WP IRH Holdings, L.P. | ||
| By: | Warburg Pincus (E&P) XI, L.P., its general partner | |
| By: | Warburg Pincus (E&P) XI LLC, its general partner | |
| By: | Warburg Pincus Partners (E&P) XI LLC, its sole | |
| member | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing | |
| member | ||
| By: | Warburg Pincus & Company US, LLC, its general | |
| partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| Warburg Pincus XI (E&P) Partners-B IRH, LLC | ||
| By: | Warburg Pincus XI (E&P) Partners – B, L.P., its | |
| managing member | ||
| By: | Warburg Pincus (E&P) XI, L.P., its general partner | |
| By: | Warburg Pincus (E&P) XI LLC, its general partner | |
| By: | Warburg Pincus Partners (E&P) XI LLC, its sole | |
| member | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing | |
| member | ||
| By: | Warburg Pincus & Company US, LLC, its general | |
| partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| Warburg Pincus XI (E&P) Partners – B, L.P. | ||
| By: | Warburg Pincus (E&P) XI, L.P., its general partner | |
| By: | Warburg Pincus (E&P) XI LLC, its general partner | |
| By: | Warburg Pincus Partners (E&P) XI LLC, its sole | |
| member | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing | |
| member | ||
| By: | Warburg Pincus & Company US, LLC, its general | |
| partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| Warburg Pincus (E&P) XI LLC | ||
| By: | Warburg Pincus Partners (E&P) XI LLC, its sole | |
| member | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing | |
| member | ||
| By: | Warburg Pincus & Company US, LLC, its general | |
| partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| Warburg Pincus Partners (E&P) XI LLC | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing | |
| member | ||
| By: | Warburg Pincus & Company US, LLC, its general | |
| partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| WP Energy IRH Holdings, L.P. | ||
| By: | Warburg Pincus (E&P) Energy GP, L.P., its general | |
| partner | ||
| By: | Warburg Pincus (E&P) Energy LLC, its general | |
| partner | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing | |
| member | ||
| By: | Warburg Pincus & Company US, LLC, its general | |
| partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| WP Energy Partners IRH Holdings, L.P. | ||
| By: | Warburg Pincus (E&P) Energy GP, L.P., its general | |
| partner | ||
| By: | Warburg Pincus (E&P) Energy LLC, its general | |
| partner | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing | |
| member | ||
| By: | Warburg Pincus & Company US, LLC, its general | |
| partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| Warburg Pincus Energy (E&P) Partners-B IRH, LLC | ||
| By: | Warburg Pincus Energy (E&P) Partners-B, L.P., its | |
| managing member | ||
| By: | Warburg Pincus (E&P) Energy GP, L.P., its general | |
| partner | ||
| By: | Warburg Pincus (E&P) Energy LLC, its general | |
| partner | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing | |
| member | ||
| By: | Warburg Pincus & Company US, LLC, its general | |
| partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| Warburg Pincus Energy (E&P) Partners-B, L.P. | ||
| By: | Warburg Pincus (E&P) Energy GP, L.P., its general | |
| partner | ||
| By: | Warburg Pincus (E&P) Energy LLC, its general | |
| partner | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing | |
| member | ||
| By: | Warburg Pincus & Company US, LLC, its general | |
| partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| Warburg Pincus Energy (E&P) Partners-A, L.P. | ||
| By: | Pincus (E&P) Energy GP, L.P., its general partner | |
| By: | Warburg Pincus (E&P) Energy LLC, its general | |
| partner | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing | |
| member | ||
| By: | Warburg Pincus & Company US, LLC, its general | |
| partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| Warburg Pincus Energy (E&P)-A, L.P. | ||
| By: | Warburg Pincus (E&P) Energy GP, L.P., its general | |
| partner | ||
| By: | Warburg Pincus (E&P) Energy LLC, its general | |
| partner | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing | |
| member | ||
| By: | Warburg Pincus & Company US, LLC, its general | |
| partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| WARBURG PINCUS (E&P) XII, L.P. | ||
| By: | Warburg Pincus (E&P) XII LLC, its general partner | |
| By: | Warburg Pincus Partners II (US), L.P., its managing | |
| member | ||
| By: | Warburg Pincus & Company US, LLC, its general | |
| partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| WARBURG PINCUS (E&P) XII LLC | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing member | |
| By: | Warburg Pincus & Company US, LLC, its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: Robert B. Knauss | ||
| Title: Authorized Signatory | ||
| WARBURG PINCUS ENERGY (E&P) PARTNERS-B CHISHOLM, LLC | ||
| By: | Warburg Pincus Energy (E&P) Partners-B, L.P., | |
| its managing member | ||
| By: | Warburg Pincus (E&P) Energy GP, L.P., its | |
| general partner | ||
| By: | Warburg Pincus (E&P) Energy LLC, its general | |
| partner | ||
| By: | Warburg Pincus Partners II (US), L.P., its | |
| managing member | ||
| By: | Warburg Pincus & Company US, LLC, its | |
| general partner | ||
| By: | /s/ Robert B. Knauss | |
| Name: Robert B. Knauss | ||
| Title: Authorized Signatory | ||
| WP ENERGY CHISHOLM HOLDINGS, L.P. | ||
| By: | Warburg Pincus (E&P) Energy GP, L.P., its general partner | |
| By: | Warburg Pincus (E&P) Energy LLC, its general partner | |
| By: | Warburg Pincus Partners II (US), L.P., its managing member | |
| By: | Warburg Pincus & Company US, LLC, its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: Robert B. Knauss | ||
| Title: Authorized Signatory | ||
| WP ENERGY PARTNERS CHISHOLM HOLDINGS, L.P. | ||
| By: | Warburg Pincus (E&P) Energy GP, L.P., its general partner | |
| By: | Warburg Pincus (E&P) Energy LLC, its general partner | |
| By: | Warburg Pincus Partners II (US), L.P., its managing member | |
| By: | Warburg Pincus & Company US, LLC, its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: Robert B. Knauss | ||
| Title: Authorized Signatory | ||
| WARBURG PINCUS PRIVATE EQUITY (E&P) XII (A), L.P. | ||
| By: | Warburg Pincus (E&P) XII, L.P., its general partner | |
| By: | Warburg Pincus (E&P) XII LLC, its general partner | |
| By: | Warburg Pincus Partners II (US), L.P., its managing member | |
| By: | Warburg Pincus & Company US, LLC, its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: Robert B. Knauss | ||
| Title: Authorized Signatory | ||
| WP XII CHISHOLM HOLDINGS, L.P. | ||
| By: | Warburg Pincus (E&P) XII, L.P., its general partner | |
| By: | Warburg Pincus (E&P) XII LLC, its general partner | |
| By: | Warburg Pincus Partners II (US), L.P., its managing member | |
| By: | Warburg Pincus & Company US, LLC, its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: Robert B. Knauss | ||
| Title: Authorized Signatory | ||
| WARBURG PINCUS XII (E&P) PARTNERS-2 CHISHOLM, LLC | ||
| By: | Warburg Pincus XII (E&P) Partners-2, L.P., its managing member | |
| By: | Warburg Pincus (E&P) XII, L.P., its general partner | |
| By: | Warburg Pincus (E&P) XII LLC, its general partner | |
| By: | Warburg Pincus Partners II (US), L.P., its managing member | |
| By: | Warburg Pincus & Company US, LLC, its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: Robert B. Knauss | ||
| Title: Authorized Signatory | ||
| WARBURG PINCUS PRIVATE EQUITY (E&P) XII-D (A), L.P. | ||
| By: | Warburg Pincus (E&P) XII, L.P., its general partner | |
| By: | Warburg Pincus (E&P) XII LLC, its general partner | |
| By: | Warburg Pincus Partners II (US), L.P., its managing member | |
| By: | Warburg Pincus & Company US, LLC, its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: Robert B. Knauss | ||
| Title: Authorized Signatory | ||
| WARBURG PINCUS PRIVATE EQUITY (E&P) XII-E (A), L.P. | ||
| By: | Warburg Pincus (E&P) XII, L.P., its general partner | |
| By: | Warburg Pincus (E&P) XII LLC, its general partner | |
| By: | Warburg Pincus Partners II (US), L.P., its managing member | |
| By: | Warburg Pincus & Company US, LLC, its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: Robert B. Knauss | ||
| Title: Authorized Signatory | ||
| WP XII (E&P) PARTNERS (A), L.P. | ||
| By: | Warburg Pincus (E&P) XII, L.P., its general partner | |
| By: | Warburg Pincus (E&P) XII LLC, its general partner | |
| By: | Warburg Pincus Partners II (US), L.P., its managing member | |
| By: | Warburg Pincus & Company US, LLC, its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: Robert B. Knauss | ||
| Title: Authorized Signatory | ||
| WARBURG PINCUS XII (E&P) PARTNERS-1, L.P. | ||
| By: | Warburg Pincus (E&P) XII, L.P., its general partner | |
| By: | Warburg Pincus (E&P) XII LLC, its general partner | |
| By: | Warburg Pincus Partners II (US), L.P., its managing member | |
| By: | Warburg Pincus & Company US, LLC, its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: Robert B. Knauss | ||
| Title: Authorized Signatory | ||
| WARBURG PINCUS XII (E&P) PARTNERS-2, L.P. | ||
| By: | Warburg Pincus (E&P) XII, L.P., its general partner | |
| By: | Warburg Pincus (E&P) XII LLC, its general partner | |
| By: | Warburg Pincus Partners II (US), L.P., its managing member | |
| By: | Warburg Pincus & Company US, LLC, its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: Robert B. Knauss | ||
| Title: Authorized Signatory | ||
| WARBURG PINCUS (E&P) ENERGY GP, L.P. | ||
| By: | Warburg Pincus (E&P) Energy LLC, its general partner | |
| By: | Warburg Pincus Partners II (US), L.P., its managing member | |
| By: | Warburg Pincus & Company US, LLC, its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: Robert B. Knauss | ||
| Title: | Authorized Signatory | |
| WARBURG PINCUS (E&P) ENERGY LLC | ||
| By: | Warburg Pincus Partners II (US), L.P., its managing member | |
| By: | Warburg Pincus & Company US, LLC, its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| WARBURG PINCUS PARTNERS II (US), L.P. | ||
| By: | Warburg Pincus & Company US, LLC, its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| WARBURG PINCUS & COMPANY US, LLC | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorized Signatory | |
| WARBURG PINCUS LLC | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Managing Director | |
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of August 22, 2022 |