Diamondback Energy, Inc. — Director's Dealing 2020

Feb 26, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Diamondback Energy, Inc. (FANG)
CIK: 0001539838
Period of Report: 2020-02-21

Reporting Person: Dick Teresa L. (CAO, Exec. VP, Assist. Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-21	Common Stock	A	11057	—	Acquired	51534	Direct
2020-02-21	Common Stock	F	4956	$76.40	Disposed	46578	Direct
2020-02-21	Common Stock	F	828	$76.40	Disposed	45750	Direct

Footnotes

F1: These securities are performance-based restricted stock units for the performance period from January 1, 2017 to December 31, 2019 that were granted under the issuer's equity incentive plan on February 16, 2017. All of these performance-based restricted stock units vested as of December 31, 2019 upon certification by the issuer's compensation committee of the applicable performance conditions on February 21, 2020.

F2: The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement of the performance-based restricted stock units granted on February 16, 2017 and vested upon certification by the issuer's compensation committee on February 21, 2020. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 21, 2020.

F3: The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement on February 21, 2020 of the third tranche of the time-based restricted stock units granted to the reporting person on February 13, 2018. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 21, 2020.