Ryan Dalton Form 4 Pioneer PE Holding / Ryan Dalton 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Dalton Ryan

(Last) (First) (Middle)

303 COLORADO STREET

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Pioneer PE Holding LLC [ PE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2021

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	01/12/2021		A		102,040(1)(2)	A	$0.00	547,759	D
Class A common stock	01/12/2021		F		38,665(3)	D	$16.41	509,094	D
Class A common stock	01/12/2021		F		12,792(4)	D	$16.41	496,302	D
Class A common stock	01/12/2021		A		112,232(5)	A	$0.00	608,534	D
Class A common stock	01/12/2021		F		44,164(6)	D	$16.41	564,370	D
Class A common stock	01/12/2021		F		22,082(7)	D	$16.41	542,288	D
Class A common stock	01/12/2021		D		542,288	D	(9)(10)	0	D
Class B common stock(8)	01/12/2021		D(9)(10)		1,076,327	D	(9)(10)	0	D

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	$0.00	01/12/2021		D			1,076,327	(11)	(11)	Class A common stock	1,076,327	(9)(10)	0	D

Explanation of Responses:

1. Represents shares of Class A common stock earned pursuant to a performance-based restricted stock unit award granted on February 11, 2019. On January 12, 2021, pursuant to the Agreement and Plan of Merger dated as of October 20, 2020 (as amended, the "merger agreement"), (i) a direct wholly owned subsidiary of Pioneer Natural Resources Company ("Pioneer") merged with and into Parsley Energy, Inc. ("Parsley"), with Parsley surviving the merger as a direct wholly owned subsidiary of Pioneer (the "first merger" and the surviving entity, the "surviving corporation"); (ii) simultaneously with the first merger, another direct wholly owned subsidiary of Pioneer ("Opco Merger Sub") merged with and into Parsley Energy, LLC, a majority-owned subsidiary of Parsley ("Parsley LLC"), with Parsley LLC surviving the merger as a direct and indirect wholly owned subsidiary of Pioneer (the "Opco merger");

2. (cont'd from Footnote 1) and (iii) immediately following the first merger and the Opco merger, the surviving corporation merged with and into a third direct wholly owned subsidiary of Pioneer ("Merger Sub LLC"), with Merger Sub LLC surviving the merger as a direct wholly owned subsidiary of Pioneer (together with the first merger and the Opco merger, the "mergers"). Pursuant to the merger agreement, each outstanding Parsley performance-based restricted stock unit award became vested based on the deemed achievement of the maximum level of performance applicable to such performance-based restricted stock unit award as of the date immediately prior to the effective time of the first merger (the "effective time").

3. Parsley withheld shares of Class A common stock that would have otherwise been issuable to the reporting person to satisfy Parsley's tax withholding obligations in connection with the vesting and settlement of the performance-based restricted stock units granted on February 11, 2019. The number of shares of Class A common stock withheld was determined based on the closing price of the Class A common stock on January 11, 2021.

4. Parsley withheld shares of Class A common stock that would have otherwise been issuable to the reporting person to satisfy Parsley's tax withholding obligations in connection with the vesting and settlement of the time-based restricted stock units granted on February 11, 2019. The number of shares of Class A common stock withheld was determined based on the closing price of the Class A common stock on January 11, 2021.

5. Represents shares of Class A common stock earned pursuant to a performance-based restricted stock unit award granted on February 10, 2020. Pursuant to the merger agreement, each outstanding Parsley performance-based restricted stock unit award became vested based on the deemed achievement of the maximum level of performance applicable to such performance-based restricted stock unit award as of the date immediately prior to the effective time.

6. Parsley withheld shares of Class A common stock that would have otherwise been issuable to the reporting person to satisfy Parsley's tax withholding obligations in connection with the vesting and settlement of the performance-based restricted stock units granted on February 10, 2020. The number of shares of Class A common stock withheld was determined based on the closing price of the Class A common stock on January 11, 2021.

7. Parsley withheld shares of Class A common stock that would have otherwise been issuable to the reporting person to satisfy Parsley's tax withholding obligations in connection with the vesting and settlement of the time-based restricted stock units granted on February 10, 2020. The number of shares of Class A common stock withheld was determined based on the closing price of the Class A common stock on January 11, 2021.

8. 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.

9. On January 12, 2021, pursuant to the merger agreement, (i) each eligible share of Class A common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 0.1252 shares of Pioneer common stock; (ii) each unit representing membership interests in Parsley LLC was converted into the right to receive 0.1252 shares of Pioneer common stock; (iii) each corresponding share of Class B common stock was automatically cancelled for no additional consideration;

10. (cont'd from Footnote 9) and (iv) each vested time-based restricted stock unit award and performance-based restricted stock unit award was automatically cancelled and converted into the right to receive a number of shares of Pioneer common stock, rounded up or down to the nearest whole share, equal to the product of (a) the number of shares of Class A common stock subject to such award as of immediately prior to the effective time and (b) 0.1252. On January 11, 2021 (the day prior to the mergers), the closing price of one share of Pioneer common stock was $131.42.

11. Prior to the consummation of the mergers and subject to the terms of the Fourth Amended and Restated Limited Liability Company Agreement of Parsley LLC, dated July 22, 2019, by and among Parsley LLC and the members thereof, the membership units of Parsley LLC (together with a corresponding number of shares of Class B common stock) were 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 LLC (and the corresponding share of Class B common stock).

Remarks:

Executive Vice President - Chief Financial Officer

	/s/ Ryan Dalton, by Colin Roberts, as Attorney-in-Fact	01/12/2021
	** 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.