| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Jagged Peak Energy Inc. [ JAG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/01/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common stock | 02/01/2017 | A(1)(2) | 532,660 | A | $0.00 | 532,660 | D | |||
| Common stock | 02/01/2017 | D(3) | 69,653 | D | $14.18(4) | 463,007 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Immediately prior to the closing of Jagged Peak Energy Inc.'s (the "Issuer") initial public offering, and pursuant to the Master Reorganization Agreement dated as of January 25, 2017 by and among Jagged Peak Energy LLC ("JPE LLC"), Q-Jagged Peak Energy Investment Partners, LLC, the Issuer, JPE Merger Sub LLC, JPE Management Holdings LLC ("Management Holdco"), and the individuals listed on the signature pages thereto under the heading "Management Members", (i) the equity interests (both capital interests and management incentive units) in JPE LLC were recapitalized into a single class of units ("Units"), and the Units were allocated among the existing owners of JPE LLC (the "Existing Owners") in accordance with the terms of the limited liability company agreement of JPE LLC and calculated using an implied valuation for JPE LLC based on the initial public offering price of the Issuer's common stock, |
| 2. (Continued from footnote (1)) (ii) officers and other employees that held management incentive units in JPE LLC contributed to Management Holdco certain of the Units issued to them in the recapitalization described above in exchange for membership interests in Management Holdco and (iii) JPE LLC merged into a subsidiary of the Issuer, and the Existing Owners and Management Holdco received as consideration in the merger shares of the Issuer's common stock, with such shares of common stock allocated among the Existing Owners and Management Holdco pro rata based on their relative ownership of Units. As a result of these transactions, JPE LLC became a wholly owned subsidiary of the Issuer. Pursuant to the transactions described above, Mr. Stahlecker received 532,660 shares of the Issuer's common stock as consideration based on his relative ownership of Units. |
| 3. Mr. Stahlecker sold 69,653 shares of the Issuer's common stock as a selling stockholder, pursuant to a registration statement on Form S-1 (Registration No. 333-215179), as amended, initially filed with the Securities and Exchange Commission by the Issuer on December 19, 2016. |
| 4. This amount represents the $15.00 offering price per share of the Issuer's common stock less the underwriting discounts and commission of $0.825 per share. |
| /s/ Shonn D. Stahlecker, by Christopher I. Humber, as Attorney-in-Fact | 02/01/2017 | |
| ** 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. | ||
