Bryan Sheffield Form 4 Parsley Energy / Bryan Sheffield ownership change

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^*

Sheffield Bryan

(Last) (First) (Middle)

303 COLORADO STREET, SUITE 3000

(Street)

AUSTIN TX 78701

(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
X	Officer (give title below)		Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019

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

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

X	Form filed by One Reporting Person
	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	02/28/2019		C		420,000(1)	A	$0	9,626,632	D
Class A common stock	02/28/2019		S		725,000	D	$18.2527(2)	8,901,632	D
Class A common stock								352,521	I	By Spouse
Class A common stock								948,043	I	By Bryan S. Sheffield Spousal Lifetime Access Trust(3)
Class A common stock								297,761	I	By Sharoll M. Sheffield 2012 Irrevocable Trust(4)
Class B common stock(5)	02/28/2019		J		420,000(1)	D	$0	20,415,517	D
Class B common stock								371,249	I	By Spouse
Class B common stock								998,406	I	By Bryan S. Sheffield Spousal Lifetime Access Trust(3)
Class B common stock								313,579	I	By Sharoll M. Sheffield 2012 Irrevocable Trust(4)

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
Parsley Energy, LLC Membership Unit	$0.0(6)	02/28/2019		C			420,000	(1)(6)	(1)(6)	Class A common stock	420,000	$0	20,415,517	D
Parsley Energy, LLC Membership Units	$0.0							(6)	(6)	Class A common stock	371,249		371,249	I	By Spouse
Parsley Energy, LLC Membership Units	$0.0							(6)	(6)	Class A common stock	998,406		998,406	I	By Bryan S. Sheffield Spousal Lifetime Access Trust(3)
Parsley Energy, LLC Membership Units	$0.0							(6)	(6)	Class A common stock	313,579		313,579	I	By Sharoll M. Sheffield 2012 Irrevocable Trust(4)

Explanation of Responses:

1. On February 28, 2019, the Reporting Person, pursuant to the terms of the Third Amended and Restated Limited Liability Company Agreement of Parsley Energy, LLC, dated February 20, 2019, by and among Parsley Energy, LLC and the members thereof (the "PE LLC Agreement"), exchanged 420,000 membership units of Parsley Energy, LLC (with a corresponding number of shares of Class B common stock) for 420,000 shares of Class A common stock of Parsley Energy, Inc.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.25 to $18.37, inclusive. The Reporting Person undertakes to provide to Parsley Energy, Inc., any security holder of Parsley Energy, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Mr. Sheffield serves as the investment trustee of the Bryan S. Sheffield Spousal Lifetime Access Trust, and Mr. Sheffield and his children are beneficiaries of the Bryan S. Sheffield Spousal Lifetime Access Trust.

4. Mr. Sheffield's spouse serves as the investment trustee of the Sharoll M. Sheffield 2012 Irrevocable Trust, and Mr. Sheffield's spouse and children are beneficiaries of the Sharoll M. Sheffield 2012 Irrevocable Trust.

5. Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally.

6. Subject to the terms of the PE LLC Agreement, the membership units of Parsley Energy, LLC (together with a corresponding number of shares of Class B common stock) are exchangeable from time to time for Class A common stock at an exchange ratio of one share of Class A common stock for each membership unit of Parsley Energy, LLC (and a corresponding share of Class B common stock) exchanged.

Remarks:

Executive Chairman

	/s/ Bryan Sheffield, by Colin Roberts, as Attorney-in-Fact	03/01/2019
	** Signature of Reporting Person	Date
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