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 |
| |||||||||||||||
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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Parsley Energy, Inc. [ PE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
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)
|
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 | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |