The information set forth in Item 2.01 below with respect to the
Purchase Agreement, as amended, and the Registration Rights
Agreement, in each case as defined in Item 2.01, is incorporated
by reference into this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On February 28, 2017, Diamondback EP, LLC, a Delaware limited
liability company (the Buyer), a wholly-owned subsidiary of
Diamondback Energy, Inc., a Delaware corporation (Diamondback),
completed its acquisition (the Acquisition) of certain assets
(the Assets) from Brigham Resources Operating, LLC (Brigham
Operating) and Brigham Resources Midstream, LLC (together with
Brigham Operating, the Seller), each an unrelated third-party
seller, under its previously reported Purchase and Sale Agreement
(the Purchase Agreement) by and among the Seller, Diamondback and
the Buyer, dated as of December 13, 2016, as amended and
supplemented by that certain First Amendment to Purchase and Sale
Agreement, dated as of February 14, 2017, by and among the
Seller, Diamondback and the Buyer, and that certain Closing
Agreement and Second Amendment, dated as of February 28, 2017, by
and among the Seller, Diamondback and the Buyer. The aggregate
consideration for the Acquisition was approximately $2.55
billion, consisting of $1.62 billion in cash and the issuance of
7.69 million shares (the Private Shares) of Diamondbacks common
stock, par value $0.01 per share (the Common Stock) (of which
approximately 1.15 million shares were placed in an indemnity
escrow), to the Seller, subject to certain adjustments.

The material terms of the Purchase Agreement and a description of
the Assets were reported in Item 1.01 of Diamondbacks Current
Report on Form 8-K filed with the Securities and Exchange
Commission (the “SEC”) on December 14, 2016 and are incorporated
herein by reference.

In connection with the closing of the Acquisition, Diamondback
entered into a registration rights agreement (the Registration
Rights Agreement) with Brigham Operating, Brigham Resources, LLC
and Brigham Resources Upstream Holdings, LP (collectively, the
Holders), to which Diamondback agreed to file a shelf
registration statement (to the extent not previously filed), and
to use its reasonable best efforts to cause such shelf
registration statement to become effective no later than the 90th
day after the effective date of the Registration Rights
Agreement, with respect to the registration under the Securities
Act of 1933, as amended (the Securities Act) of the resale of the
Private Shares and any shares of Common Stock that may be issued
or distributed in respect of such Private Shares upon certain
events (collectively, the Registrable Securities). to the
Registration Rights Agreement, Diamondback also agreed to provide
certain demand and piggyback registration rights to the Holders.
The Registration Rights Agreement contains certain other
customary terms and conditions for a transaction of this type.
The foregoing description of the Registration Rights Agreement is
a summary only and is qualified in its entirety by reference to
the Registration Rights Agreement, a copy of which is filed
herewith as Exhibit 4.1 and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 above regarding the
issuance of the Private Shares is incorporated by reference into
this Item 3.02. The Private Shares were issued in reliance upon
the exemption from the registration requirements of the
Securities Act provided by Section 4(a)(2) of the Securities Act,
as sales by an issuer not involving any public offering.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 2.01 above regarding the
Registration Rights Agreement is incorporated by reference into
this Item 3.03.

Item 7.01. Regulation FD Disclosure.

On March 1, 2017, Diamondback issued a press release announcing
the consummation of the Acquisition. A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. >