SEC Info - Stice Travis D. - ‘4’ for 5/28/23 re: Diamondback Energy, Inc.

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Stice Travis D.

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

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

__X__ Director

_____ 10% Owner

__X__ Officer (give title below)

_____ Other (specify below)

Chief Executive Officer

(Last)

(First)

(Middle)

500 WEST TEXAS AVENUE, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
5/28/23

(Street)

MIDLAND, TX 79701

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

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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

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)

Code

Amount

(A) or (D)

Price

Common Stock

5/28/23

1,017 ⁽¹⁾

$130.99

486,242

I ⁽²⁾

By Stice Investments, Ltd. ⁽²⁾

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

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1474 (9-02)

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 Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

Stice Travis D.
500 WEST TEXAS AVENUE, SUITE 100
MIDLAND, TX 79701

Chief Executive Officer

Signatures

/s/ Teresa L. Dick, as attorney-in-fact for Travis D. Stice

5/31/23

^**Signature of Reporting Person

Date

Explanation of Responses:

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).

(1)

In connection with the issuer?s acquisition of all of the outstanding publicly-held common units of Rattler Midstream LP (?Rattler?) on August 24, 2022 (the ?Rattler Merger?), each Rattler phantom unit outstanding immediately prior to the effective time of the Rattler Merger under the Rattler Midstream LP Long-Term Incentive Plan was converted into the issuer?s restricted stock unit award, as adjusted based on the merger exchange ratio. In connection with the vesting and settlement on May 28, 2023 of the first of the two unvested tranches of the issuer?s restricted stock units received by the reporting person in connection with the Rattler Merger, the issuer withheld shares of its common stock that would have otherwise been issuable to the reporting person to satisfy tax withholding obligations. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on May 26, 2023.

(2)

These securities are held by Stice Investments, Ltd., which is managed by Stice Management, LLC, its general partner. Mr. Stice and his spouse hold 100% of the membership interests in Stice Management, LLC, of which Mr. Stice is the manager.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

____________ Transaction Code:
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.

Stice Travis D. – ‘4’ for 5/28/23 re: Diamondback Energy, Inc.

On: Wednesday, 5/31/23, at 4:04pm ET · For: 5/28/23 · As: Director and Officer · Accession #: 1539838-23-52 · File #: 1-35700

Previous ‘4’: ‘4’ on 3/3/23 for 3/1/23 · Next: ‘4’ on 6/15/23 for 6/13/23 · Latest: ‘4’ on 4/4/24 for 4/2/24 · 2 References:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

2 Subsequent Filings that Reference this Filing

Stice Travis D. – ‘4’ for 5/28/23 re: Diamondback Energy, Inc.

On: Wednesday, 5/31/23, at 4:04pm ET · For: 5/28/23 · As: Director and Officer · Accession #: 1539838-23-52 · File #: 1-35700

Previous ‘4’: ‘4’ on 3/3/23 for 3/1/23 · Next: ‘4’ on 6/15/23 for 6/13/23 · Latest: ‘4’ on 4/4/24 for 4/2/24 · 2 References: By: Diamondback Energy, Inc. – ‘DEFA14A’ on 3/18/24 By: Diamondback Energy, Inc. – ‘8-K’ on / for 3/18/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

2 Subsequent Filings that Reference this Filing

Previous ‘4’: ‘4’ on 3/3/23 for 3/1/23 · Next: ‘4’ on 6/15/23 for 6/13/23 · Latest: ‘4’ on 4/4/24 for 4/2/24 · 2 References:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents