Diamondback Energy, Inc. — Director's Dealing 2014

Nov 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Diamondback Energy, Inc. (FANG)
CIK: 0001539838
Period of Report: 2014-11-18

Reporting Person: HOLDER RANDALL J (VP, General Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-18	Common Stock	M	4286	—	Acquired	13131	Direct
2014-11-18	Common Stock	S	1643	$63.6919	Disposed	11488	Direct
2014-11-18	Common Stock	S	500	$64.7346	Disposed	10988	Direct
2014-11-20	Common Stock	S	2143	$66.5467	Disposed	8845	Direct
2014-11-20	Common Stock	M	12500	$17.50	Acquired	21345	Direct
2014-11-20	Common Stock	S	12500	$66.3464	Disposed	8845	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-18	Restricted Stock Units	$	M	4286	Disposed		Common Stock (4286)	Direct
2014-11-20	Stock Option (right to buy)	$17.50	M	12500	Disposed	2016-11-18	Common Stock (12500)	Direct

Footnotes

F1: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 20, 2014.

F2: This number includes 8,845 restricted stock units that have not yet vested and settled, which were previously reported on Table II. Of these 8,845 restricted stock units, 4,285 will vest on November 18, 2015, and 4,560 restricted stock units will vest in two equal annual installments beginning on January 2, 2015.

F3: Restricted stock units convert into common stock on a one-for-one basis.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.170 to $64.015, inclusive. The reporting person undertakes to provide to Diamondback Energy, Inc., any security holder of Diamondback Energy, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 4 through 7 of this Form 4.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.290 to $64.990, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.31 to $67.00, inclusive

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.180 to $67.010, inclusive.

F8: On October 11, 2012, the reporting person was granted 17,143 restricted stock units, of which 8,572 restricted stock units have previously vested and settled and 4,286 restricted stock units vested on November 18, 2014. The remaining 4,285 restricted stock units will vest on November 18, 2015.

F9: The reporting person has 8,845 restricted stock units that have not yet vested and settled. These restricted stock units have been moved to Table I and are not reported on Table II.

F10: All options exercised vested on November 18, 2014. The remaining options to purchase 12,500 shares of common stock will vest on November 18, 2015.