Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Greth Lyndal

(Last)

(First)

(Middle)

C/O KATTEN MUCHIN ROSENMAN LLP

2121 N. PEARL STREET, SUITE 1100

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Diamondback Energy, Inc. [ FANG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/23/2024		S		1,348,510	D	$175.1075	10,378,196	I	See Footnotes⁽¹⁾⁽⁵⁾
Common Stock	09/23/2024		S		134,851	D	$175.1075	1,037,819	I	See Footnotes⁽²⁾⁽⁵⁾
Common Stock	09/23/2024		S		7,578,332	D	$175.1075	58,323,346	I	See Footnotes⁽³⁾⁽⁵⁾
Common Stock	09/23/2024		S		4,151,137	D	$175.1075	31,947,366	I	See Footnotes⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Greth Lyndal

(Last)

(First)

(Middle)

C/O KATTEN MUCHIN ROSENMAN LLP

2121 N. PEARL STREET, SUITE 1100

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ACS Capital Management, LLC

(Last)

(First)

(Middle)

C/O KATTEN MUCHIN ROSENMAN LLP

2121 N. PEARL STREET, SUITE 1100

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ACS Capital Holdings, LP

(Last)

(First)

(Middle)

C/O KATTEN MUCHIN ROSENMAN LLP

2121 N. PEARL STREET, SUITE 1100

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Stephens Family Trust

(Last)

(First)

(Middle)

C/O KATTEN MUCHIN ROSENMAN LLP

2121 N. PEARL STREET, SUITE 1100

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Stephens Family Trust #2

(Last)

(First)

(Middle)

C/O KATTEN MUCHIN ROSENMAN LLP

2121 N. PEARL STREET, SUITE 1100

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SFT Management, LLC

(Last)

(First)

(Middle)

C/O KATTEN MUCHIN ROSENMAN LLP

2121 N. PEARL STREET, SUITE 1100

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SFT 1 Holdings, LLC

(Last)

(First)

(Middle)

C/O KATTEN MUCHIN ROSENMAN LLP

2121 N. PEARL STREET, SUITE 1100

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SFT 2 Holdings, LLC

(Last)

(First)

(Middle)

C/O KATTEN MUCHIN ROSENMAN LLP

2121 N. PEARL STREET, SUITE 1100

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Autry Stephens Management Trust

(Last)

(First)

(Middle)

C/O KATTEN MUCHIN ROSENMAN LLP

2121 N. PEARL STREET, SUITE 1100

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Endeavor Manager, LLC

(Last)

(First)

(Middle)

C/O KATTEN MUCHIN ROSENMAN LLP

2121 N. PEARL STREET, SUITE 1100

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. By ACS Capital Holdings, LP. Lyndal Stephens Greth is the sole trustee of the Autry Stephens Management Trust dated March 20, 2018, as amended, and the sole manager of ACS Capital Management, LLC. ACS Capital Management, LLC is the general partner, and the Autry Stephens Management Trust is the sole limited partner of ACS Capital Holdings, LP. Lyndal Stephens Greth has voting and dispositive power over the shares held directly by ACS Capital Holdings, LP.

2. By Endeavor Manager, LLC. Lyndal Stephens Greth is the sole trustee of the Autry Stephens Management Trust dated March 20, 2018, as amended, and the sole manager of ACS Capital Management, LLC. ACS Capital Management, LLC is the general partner, and the Autry Stephens Management Trust is the sole limited partner of ACS Capital Holdings, LP. ACS Capital Holdings, LP is the sole member of Endeavor Manager, LLC. Lyndal Stephens Greth has voting and dispositive power over the shares held directly by Endeavor Manager, LLC.

3. By SFT 1 Holdings, LLC. Lyndal Stephens Greth is the sole Investment Direction Adviser who may direct investment decisions of the Stephens Family Trust, a directed trust, a co-trustee of the Stephens Family Trust, and the sole member and manager of SFT Management, LLC. The Stephens Family Trust is the sole member of SFT 1 Holdings, LLC. SFT Management, LLC is the sole manager of SFT 1 Holdings, LLC. Lyndal Stephens Greth has voting and dispositive power over the shares held directly by SFT 1 Holdings, LLC.

4. By SFT 2 Holdings, LLC. Lyndal Stephens Greth is the sole Investment Direction Adviser who may direct investment decisions of the Stephens Family Trust #2, a directed trust, a co-trustee of the Stephens Family Trust #2, and the sole member and manager of SFT Management, LLC. The Stephens Family Trust #2 is the sole member of SFT 2 Holdings, LLC. SFT Management, LLC is the sole manager of SFT 2 Holdings, LLC. Lyndal Stephens Greth has voting and dispositive power over the shares held directly by SFT 2 Holdings, LLC.

5. Lyndal Stephens Greth may be deemed to beneficially own the shares of Company Common Stock beneficially owned by each of the Reporting Persons but disclaims beneficial ownership except to the extent of her pecuniary interest therein.

	/s/ Lyndal Stephens Greth Attorney-in-fact	09/23/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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