Sec Form 13G Filing - OnyxPoint Global Management LP filing for EARTHSTONE ENERGY INC (ESTE) - 2024-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • 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. 1)*

 

 

EARTHSTONE ENERGY, INC.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

27032D304

(CUSIP Number)

December 31, 2023

(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

 

OnyxPoint Global Management LP

 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

 

0

   7.  

 Sole Dispositive Power

 

0

   8.  

 Shared Dispositive Power

 

0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

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.  

 Type o f Reporting Person (See Instructions)

 

IA


 1.   

 Names of Reporting Persons

 

Shaia Hosseinzadeh

 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

 

USA

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

   5.   

 Sole Voting Power

 

0

   6.  

 Shared Voting Power

 

0

   7.  

 Sole Dispositive Power

 

0

   8.  

 Shared Dispositive Power

 

0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

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.  

 Type of Reporting Person (See Instructions)

 

IN


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, TX 77380

 

Item 2(a).

Names of Persons Filing

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

 

  (i)

OnyxPoint Global Management LP (“Global Management”)

  (ii)

Shaia Hosseinzadeh

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence

One World Trade Center, 45th Floor

New York, NY 10007

 

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, $0.001 par value

 

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

 

  (a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

 

  (b)

Percent of Class:

See responses to Item 11 on each cover page.

 

  (c)

Number of shares as to which the Reporting Person has:

 

  (i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

 

  (ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

 

  (iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

 

  (iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.


Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

 

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.

Dated: February 14, 2024

 

ONYXPOINT GLOBAL MANAGEMENT LP
By:  

/s/ Shaia Hosseinzadeh

Name:   Shaia Hosseinzadeh
Title:   Managing Member

 

/s/ Shaia Hosseinzadeh

Shaia Hosseinzadeh


EXHIBIT LIST

 

Exhibit A    Joint Filing Agreement, dated as of January 9, 2023, incorporated by reference to Exhibit A to the Schedule 13G filed January 10, 2023.