Diamondback Energy, Inc. — Director's Dealing 2014

Sep 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Diamondback Energy, Inc. (FANG)
CIK: 0001539838
Period of Report: 2014-09-23

Reporting Person: WEXFORD CAPITAL LP (10% Owner)
Reporting Person: DAVIDSON CHARLES E (10% Owner)
Reporting Person: JACOBS JOSEPH (10% Owner)
Reporting Person: DB Energy Holdings LLC (10% Owner)
Reporting Person: Wexford GP LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-23	Common Stock, par value $0.01	S	1437500	$75.44	Disposed	7190447	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01	11690	Direct

Footnotes

F1: Since the date of the last group filing, Wexford Capital LP ("Wexford") received 2,802 Restricted Stock Units ("RSUs") which were granted to Steve West in respect of his service as a member of the Board of Directors of the Issuer, and assigned by Mr. West to Wexford. Of these RSUs, 934 vested on July 15, 2014 and the remaining 1,868 will vest in two equal annual installments beginning on July 1, 2015. The grant of these RSUs was reported on a Form 4 filed by Mr. West on July 17, 2014. All such RSUs are included herein. An additional 2,222 RSUs that will vest on October 11, 2014 that were issued to Mr. West on October 11, 2012 in respect of his service as a member of the Board of Directors of the Issuer and assigned to Wexford, and were previously disclosed on a Form 4 filed by Mr. West on October 15, 2012, are also included herein.

F2: The securities disposed of were held by DB Energy Holdings LLC ("DB Energy"), Wexford Catalyst Fund, L.P. ("WCF"), Wexford Spectrum Fund, L.P. ("WSF"), Spectrum Intermediate Fund Limited ("SIF") and Catalyst Intermediate Fund Limited ("CIF" and, together with DB Energy, WCF, WSF and SIF, the "Funds"). The Funds sold these shares in an underwritten public offering pursuant to the Issuer's effective registration statement on Form S-3ASR (File No. 333-192099), which became effective automatically upon filing with the Securities and Exchange Commission (the "SEC") November 5, 2013 and related base prospectus included therein, the preliminary prospectus supplement filed by the Issuer with the SEC on September 18, 2014 and the final prospectus supplement filed by the Issuer with the SEC on September 22, 2014, the pricing date, as filed with the SEC pursuant to Rule 424(b)(5). DB Energy sold 1,355,267 shares, WSF sold 16,169 shares, WCF sold 2,556 shares, SIF sold 53,48 and CIF sold 10,022.

F3: This form is jointly filed by Wexford, Charles E. Davidson ("Davidson"), Joseph M. Jacobs ("Jacobs"), Wexford GP LLC ("Wexford GP") and DB Energy. The common stock shown as beneficially owned by Davidson, Jacobs, Wexford GP and Wexford reflect common stock owned of record by the Funds. Wexford serves as manager, investment advisor or sub advisor of each of the Funds, and as such may be deemed to share beneficial ownership of the securities beneficially owned by the Funds. Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the securities beneficially owned by the Funds. (continued under Footnote (4) below).

F4: (continued from Footnote (3) above) Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any securities beneficially owned by the Funds for which Wexford serves as manager, investment advisor or sub advisor. Each of the Reporting Persons and each of the Funds disclaims beneficial ownership of the securities reported herein, except to the extent of his or its actual pecuniary interest therein.