Diamondback Energy, Inc.
July 26, 2022
VIA EDGAR
United States Securities and Exchange Commission
The Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549-3561
| Attn: | Michael Purcell |
Karina Dorin
| Re: | Diamondback Energy, Inc. (the “Registrant”) |
Registration Statement on Form S-4, as amended
File No. 333-265558
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-4 (File No. 333-265558), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on June 13, 2022, as amended by Amendment No. 1 filed with the Commission on July 21, 2022 (as so amended, the “Registration Statement”). Pursuant to Rule 461 of the Securities Act of 1933, as amended, the Registrant respectfully requests that the effective date for the Registration Statement be accelerated to July 28, 2022 at 12:00 p.m. Washington, D.C. time or as soon thereafter as practicable.
If you have any questions with respect to the foregoing, please do not hesitate to call me at (432) 245-6007 or Matt Zmigrosky, Executive Vice President, General Counsel and Secretary of the Registrant, at (432) 247-6229 or John Goodgame of Akin Gump Strauss Hauer & Feld LLP at (713) 220-8144.
| Diamondback Energy, Inc. |
| /s/ Matthew Kaes Van’t Hof |
| Matthew Kaes Van’t Hof |
| President and Chief Financial Officer |
| cc: | Matt Zmigrosky, Executive Vice President, General Counsel and Secretary |
John Goodgame, Akin Gump Strauss Hauer & Feld LLP
500 West Texas, Suite 1200, Midland, Texas 79701, tel. (432) 221-7400/diamondbackenergy.com