Diamondback Energy, Inc. — Director's Dealing 2014

Nov 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Diamondback Energy, Inc. (FANG)
CIK: 0001539838
Period of Report: 2014-11-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-17	Common Stock, par value $0.01	S	1358000	$64.40	Disposed	5832447	Indirect

Holdings (Non-Derivative)

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

Footnotes

F1: 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 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 November 12, 2014 and the final prospectus supplement filed by the Issuer with the SEC on November 14, 2014 as filed with the SEC pursuant to Rule 424(b)(5). DB Energy sold 1,280,314 shares, WSF sold 15,274 shares, WCF sold 2,415 shares, SIF sold 50,527 and CIF sold 9,470 shares.

F2: 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 (3) below).

F3: (continued from Footnote (2) 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.