Sec Form 13G Filing - Warburg Pincus Private Equity (E&P) XI-A L.P. @ EARTHSTONE ENERGY INC

Sec Form 13G Filing - Warburg Pincus Private Equity (E&P) XI-A L.P. filing for EARTHSTONE ENERGY INC (ESTE) - 2022-08-22

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Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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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)

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)

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.

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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 there of for shares of Class A Common Stock on a one-for-one basis.

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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 exchang eable 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 P artners 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

Names of Reporting Persons

Warburg Pincus Private Equity (E&P) XI–A, L.P.

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware