Diamondback Energy, Inc. — Director's Dealing 2014

Oct 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Diamondback Energy, Inc. (FANG)
CIK: 0001539838
Period of Report: 2014-09-30

Reporting Person: White Jeffrey L. (VP Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-30	Common Stock	M	8572	—	Acquired	22363	Direct
2014-09-30	Common Stock	S	3700	$75.5046	Disposed	18663	Direct
2014-09-30	Common Stock	S	300	$77.1867	Disposed	18363	Direct
2014-09-30	Common Stock	M	5000	$17.50	Acquired	23363	Direct
2014-09-30	Common Stock	S	4700	$75.5183	Disposed	18663	Direct
2014-09-30	Common Stock	S	300	$77.1867	Disposed	18363	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-30	Restricted Stock Units	$	M	8572	Disposed		Common Stock (8572)	Direct
2014-09-30	Stock Option (right to buy)	$17.50	M	5000	Disposed	2016-09-30	Common Stock (5000)	Direct

Footnotes

F1: All of these options to purchase 5,000 shares of common stock of the issuer were vested at the time of exercise. Of the remaining options to purchase 45,000 shares of common stock of the issuer, options to purchase 20,000 shares of common stock are vested, and options to purchase 25,000 shares of common stock will vest on September 30, 2015.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 14, 2014.

F3: On October 11, 2012, the reporting person was granted 34,287 restricted stock units, of which 17,144 restricted stock units have previously vested and settled and 8,572 restricted stock units vested and settled on September 30, 2014. The remaining 8,571 restricted stock units will vest on September 30, 2015. On Februrary 27, 2014, the reporting person was granted 7,830 restricted stock units, of which 2,610 previously vested and settled. The remaining 5,220 restricted stock units will vest in two equal annual installments beginning on January 2, 2015.

F4: Restricted stock units convert into common stock on a one-for-one basis.

F5: The reporting person has 13,791 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.

F6: This number inclues 13,791 restricted stock units that have not yet vested and settled, which were previously reported on Table II. Of these 13,791 restricted stock units, 8,571 will vest and settle on September 30, 2015, and 5,220 will vest in two equal annual installments beginning on January 2, 2015.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.100 to $75.970, 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 7 through 10 of this Form 4.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.090 to $77.235, inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.050 to $75.970, inclusive.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.090 to $77.235, inclusive.