Pioneer PE Holding Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Q-Jagged Peak Energy Investment Partners, LLC

(Last) (First) (Middle)

800 CAPITOL STREET, SUITE 3600

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Parsley Energy, Inc. [ PE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/10/2020		A		65,412,650	A	(2)(3)	65,412,650	D(1)
Class A Common Stock	01/10/2020		A		3,589(4)	A	$0	3,589	I(1)(5)	See footnotes(1)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Q-Jagged Peak Energy Investment Partners, LLC

(Last) (First) (Middle)

800 CAPITOL STREET, SUITE 3600

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

QEM V LLC

(Last) (First) (Middle)

800 CAPITOL STREET, SUITE 3600

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. QEM V, LLC ("QEM V") is the managing member of Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"). Therefore, QEM V may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. Any decision taken by QEM V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.

2. This Form 4 reports securities acquired upon the effectiveness of the merger contemplated by that certain Agreement and Plan of Merger, dated as of October 14, 2019, by and among Jagged Peak Energy Inc. ("Jagged Peak"), Parsley Energy, Inc. ("Parsley") and Jackal Merger Sub, Inc. ("Merger Sub") (the "Merger Agreement") on January 10, 2020 (the "Effective Time"). At the Effective Time, Merger Sub merged with and into Jagged Peak, with Jagged Peak surviving the merger as a wholly owned subsidiary of Parsley (the "Merger"), and each outstanding share of common stock, par value $0.01 per share, of Jagged Peak was converted automatically into the right to receive 0.447 shares of Class A common stock, par value $0.01 per share, of Parsley (the "Parsley Class A common stock"), with cash paid in lieu of the issuance of any fractional shares of Parsley Class A common stock.

3. The Parsley Class A common stock acquired by the Reporting Persons as a result of the Merger is reported above. On the trading day immediately prior to the Effective Time, the closing price of Parsley Class A common stock was $18.44 per share.

4. Restricted Stock Unit Award granted to Mr. VanLoh, in his capacity as a director of the Issuer, pursuant to the Parsley Energy, Inc. 2014 Long Term Incentive Plan. The award vests in full on May 24, 2020.

5. Mr. VanLoh holds these Restricted Stock Units for the benefit of Q-Jagged Peak. Mr. VanLoh disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Remarks:

Pursuant to the Merger Agreement, Jagged Peak had the right, subject to the mutual agreement of Parsley, to appoint two directors to Parsley's board of directors. S. Wil VanLoh, Jr., who serves on Q-Jagged Peak's investment committee and whose vote is required for Q-Jagged Peak investment decisions, has been designated to serve as one of those directors to Parsley's board. As such, each of Q-Jagged Peak and QEM V may be deemed to be a director of Parsley by deputization.

	/s/ James V. Baird, Authorized Person of each of QEM V, LLC and Q-Jagged Peak Energy Investment Partners, LLC	01/14/2020
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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