formsc13da11.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D A/11

Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Diamondback Energy, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

25278X109
(CUSIP Number)

Arthur H. Amron, Esq.
Wexford Capital LP
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

  March 2, 2015
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

*    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
    

 
 
 


CUSIP No. 25278X109
 
1
Names of Reporting Person.
 
DB Energy Holdings LLC
 
2
Check the Appropriate Box if a Member of a Group
 (a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
Delaware
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power
 (see Item 5 below)
 
1,557,911
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power
(see Item 5 below)
 
1,557,911
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,557,911
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
2.6%
14
Type of Reporting Person
 
HC

 
    

 
 
 


CUSIP No. 25278X109
 
1
Names of Reporting Person.
 
Wexford Spectrum Fund, L.P.
2
Check the Appropriate Box if a Member of a Group
 (a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
Delaware
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
18,588
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
18,588
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
18,588
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
0.0%
14
Type of Reporting Person
 
PN


 
    

 
 
 


CUSIP No. 25278X109
 
1
Names of Reporting Person.
 
Wexford Catalyst Fund, L.P.
2
Check the Appropriate Box if a Member of a Group
 (a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
Delaware
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
2,936
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
2,936
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,936
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
0.0%
 
14
Type of Reporting Person
 
PN


 
    

 
 
 


CUSIP No. 25278X109
 
1
Names of Reporting Person.
 
Spectrum Intermediate Fund Limited
2
Check the Appropriate Box if a Member of a Group
 (a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
Cayman Island
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
61,488
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
61,488
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
61,488
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
0.1%
 
14
Type of Reporting Person
 
OO


 
    

 
 
 


CUSIP No. 25278X109
 
1
Names of Reporting Person.
 
Catalyst Intermediate Fund Limited
2
Check the Appropriate Box if a Member of a Group
 (a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
Cayman Island
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
11,524
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
11,524
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
11,524
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
0.0%
 
14
Type of Reporting Person
 
OO


 
    

 
 
 


CUSIP No. 25278X109
 
1
Names of Reporting Person.
 
Wexford Capital LP
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power
 (see Item 5 below)
 
1,726,055
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power
(see Item 5 below)
 
1,726,055
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,726,055
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
2.9%
14
Type of Reporting Person
 
PN


 
    

 
 
 


CUSIP No. 25278X109
 
1
Names of Reporting Person.
 
Wexford GP LLC
2
Check the Appropriate Box if a Member of a Group
 (a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power
 (see Item 5 below)
 
1,726,055
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power
(see Item 5 below)
 
1,726,055
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,726,055
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
2.9%
14
Type of Reporting Person
 
OO


 
    

 
 
 

 
 
CUSIP No. 25278X109
1
Names of Reporting Person.
 
Charles E. Davidson
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
United States
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power
(see Item 5 below)
 
1,726,055
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power
 (see Item 5 below)
 
1,726,055
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,726,055
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
2.9%
14
Type of Reporting Person
 
IN

 
    

 
 
 


CUSIP No. 25278X109
 
1
Names of Reporting Person.
 
Joseph M. Jacobs
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
United States
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power
(see Item 5 below)
 
1,726,055
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power
(see Item 5 below)
 
1,726,055
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,726,055
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
2.9%
14
Type of Reporting Person
 
IN


 
    

 
 
 

SCHEDULE 13D A/10

This Amendment No. 11 to Schedule 13D (this "Amendment No. 11") modifies and supplements the Schedule 13D initially filed on October 22, 2012, as amended by Amendment No. 1 filed on December 11, 2012, Amendment No. 2 filed on July 2, 2013, Amendment No. 3 filed on November 18, 2013, Amendment No. 4 filed on March 4, 2014, Amendment No. 5 filed on March 26, 2014, Amendment No. 6 filed on July 3, 2014, Amendment No. 7 filed on September 25, 2014,  Amendment No. 8 filed on November 20, 2014, Amendment No. 9 filed on December 17, 2014 and Amendment No. 10 filed on February 11, 2015 (the "Statement"), with respect to the common stock, $0.01 par value per share (the “Common Stock”), of Diamondback Energy, Inc. (the “Issuer”). Except to the extent supplemented or amended by the information contained in this Amendment No. 11, the Statement remains in full force and effect.  Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.


Item 4.                                Purpose of the Transaction
 
Item 4 is hereby amended to add the following:

Since the date of the Amendment No.10 to the Statement an additional 1,262,865 shares of Common Stock were sold pursuant to the Forms 144’s filed by the Funds on February 25, 2015 and March 4, 2015.
The Funds may from time to time decide to sell more shares of Common Stock depending on prevailing market conditions.

 
Item 5.                                Interest in Securities of the Issuer
 
 
Item 5 is hereby amended and restated in its entirety with the following:
 
 
(a)-(b) The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons (on the basis of a total of 58,900,083 shares of Common Stock issued and outstanding as reported in the Issuer’s Form 10-K as of February 18, 2015 filed with the Commission on February 20, 2015) are as follows:
 
DB Energy Holdings LLC
a)
  
Amount beneficially owned: 1,557,911
  
Percentage: 2.6%
b)
  
Number of shares to which the Reporting Person has:
    
 
i.
Sole power to vote or to direct the vote:
  
0
 
ii.
Shared power to vote or to direct the vote:
  
1,557,911
 
iii.
Sole power to dispose or to direct the disposition of:
  
0
 
iv.
Shared power to dispose or to direct the disposition of:
  
1,557,911
 
Wexford Spectrum Fund, L.P.
a)
  
Amount beneficially owned: 18,588
  
Percentage: 0.0%
b)
  
Number of shares to which the Reporting Person has:
    
 
 i.
Sole power to vote or to direct the vote:
  
0
 
 ii.
Shared power to vote or to direct the vote:
  
18,588
 
iii.
Sole power to dispose or to direct the disposition of:
  
0
 
iv.
Shared power to dispose or to direct the disposition of:
  
18,588
 
Wexford Catalyst Fund, L.P.
a)
  
Amount beneficially owned: 2,936
  
Percentage: 0.0%
b)
  
Number of shares to which the Reporting Person has:
    
 
i.
Sole power to vote or to direct the vote:
  
0
 
ii.
Shared power to vote or to direct the vote:
  
2,936
 
iii.
Sole power to dispose or to direct the disposition of:
  
0
 
iv.
Shared power to dispose or to direct the disposition of:
  
2,936
 
Spectrum Intermediate Fund Limited
a)
  
Amount beneficially owned: 61,488
  
Percentage: 0.1%
b)
  
Number of shares to which the Reporting Person has:
    
 
i.
Sole power to vote or to direct the vote:
  
0
 
ii.
Shared power to vote or to direct the vote:
  
61,488
 
iii.
Sole power to dispose or to direct the disposition of:
  
0
 
iv.
Shared power to dispose or to direct the disposition of:
  
61,488
 
Catalyst Intermediate Fund Limited
a)
  
Amount beneficially owned: 11,524
  
Percentage: 0.0%
b)
  
Number of shares to which the Reporting Person has:
    
 
i.
Sole power to vote or to direct the vote:
  
0
 
ii.
Shared power to vote or to direct the vote:
  
11,524
 
iii.
Sole power to dispose or to direct the disposition of:
  
0
 
iv.
Shared power to dispose or to direct the disposition of:
  
11,524
 
Wexford Capital LP
a)
  
Amount beneficially owned: 1,726,055
  
Percentage: 2.9%
b)
  
Number of shares to which the Reporting Person has:
    
 
i.
Sole power to vote or to direct the vote:
  
0
 
ii.
Shared power to vote or to direct the vote:
  
1,726,055 
 
iii.
Sole power to dispose or to direct the disposition of:
  
0
 
iv.
Shared power to dispose or to direct the disposition of:
  
1,726,055
 
Wexford GP LLC
a)
  
Amount beneficially owned: 1,726,055
  
Percentage: 2.9%
b)
  
Number of shares to which the Reporting Person has:
    
 
i.
Sole power to vote or to direct the vote:
  
0
 
ii.
Shared power to vote or to direct the vote:
  
1,726,055 
 
iii.
Sole power to dispose or to direct the disposition of:
  
0
 
iv.
Shared power to dispose or to direct the disposition of:
  
1,726,055
 
Charles E. Davidson
a)
  
Amount beneficially owned: 1,726,055
  
Percentage: 2.9%
b)
  
Number of shares to which the Reporting Person has:
    
 
i.
Sole power to vote or to direct the vote:
  
0
 
ii.
Shared power to vote or to direct the vote:
  
1,726,055 
 
iii.
Sole power to dispose or to direct the disposition of:
  
0
 
iv.
Shared power to dispose or to direct the disposition of:
  
1,726,055
 
Joseph M. Jacobs
 
a)
  
Amount beneficially owned: 1,726,055
  
Percentage: 2.9%
b)
  
Number of shares to which the Reporting Person has:
    
 
i.
Sole power to vote or to direct the vote:
  
0
 
ii.
Shared power to vote or to direct the vote:
  
1,726,055 
 
iii.
Sole power to dispose or to direct the disposition of:
  
0
 
iv.
Shared power to dispose or to direct the disposition of:
  
1,726,055

The total shares of Common Stock reported as beneficially owned by each of Wexford Capital, Wexford GP, Mr. Davidson and Mr. Jacobs include the shares of Common Stock reported as beneficially owned by the Funds and Wexford Capital. Wexford Capital may, by reason of its status as manager or investment manager of the Funds, be deemed to own beneficially the securities of which the Funds possess beneficial ownership. Wexford GP may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities of which the Funds possess beneficial ownership. Each of Davidson and Jacobs may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the securities of which the Funds possess beneficial ownership. Each of Wexford Capital, Wexford GP, Davidson and Jacobs shares the power to vote and to dispose of the securities beneficially owned by the Funds.  Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaims beneficial ownership of the securities owned by the Funds and this report shall not be deemed as an admission that they are the beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of their respective interests in the Funds.
 
(c)            Except as set forth in Item 4 above none of the Reporting Persons has effected any Transactions in common stock during the 60 days proceding the date of this Amendment No.11 and as previously reported in Amendment No. 10 to this Statement.
 
(d)           Not applicable.
 
(e)           Not applicable.



SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 Date:  March 5, 2015
Company Name
  
 
DB ENERGY HOLDINGS LLC
  
       
 
By:
/s/ Arthur Amron
  
 
Name:  
Arthur H. Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
 
WEXFORD SPECTRUM FUND, L.P.
  
 
By:
Wexford Spectrum Advisors, L.P.
  
 
By:
Wexford Spectrum Advisors GP LLC
  
       
 
By:
/s/ Arthur Amron
  
 
Name:  
Arthur H. Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
 
WEXFORD CATALYST FUND, L.P.
  
 
By:
Wexford Catalyst Advisors, L.P.
  
 
By:
Wexford Catalyst Advisors GP LLC
  
       
 
By:
/s/ Arthur Amron
  
 
Name:  
Arthur H. Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
       
 
 SPECTRUM INTERMEDIATE FUND LIMITED
  
       
 
By:
/s/ Arthur Amron
  
 
Name:  
Arthur H. Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
 
CATALYST INTERMEDIATE FUND LIMITED
  
       
 
By:
/s/ Arthur Amron
  
 
Name:  
Arthur H. Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
 
WEXFORD CAPITAL LP
  
 
By:
Wexford GP LLC, its General Partner
  
       
       
 
By:
/s/ Arthur Amron
  
 
Name:  
Arthur H. Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
       
       
 
WEXFORD GP LLC
  
       
 
By:
/s/ Arthur Amron
  
 
Name:  
Arthur H. Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
 
/s/ Joseph M. Jacobs
  
 
 JOSEPH M. JACOBS
  
       
 
/s/ Charles E. Davidson
  
 
 CHARLES E. DAVIDSON