0001104659-20-004069.txt : 20200114
0001104659-20-004069.hdr.sgml : 20200114
20200114201358
ACCESSION NUMBER: 0001104659-20-004069
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200110
FILED AS OF DATE: 20200114
DATE AS OF CHANGE: 20200114
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VANLOH S WIL JR
CENTRAL INDEX KEY: 0001098463
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37995
FILM NUMBER: 20527158
MAIL ADDRESS:
STREET 1: 1401 MCKINNEY STREET, SUITE 2700
CITY: HOUSTON
STATE: TX
ZIP: 77010
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Jagged Peak Energy Inc.
CENTRAL INDEX KEY: 0001685715
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 813943703
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 303 COLORADO STREET
STREET 2: SUITE 3000
CITY: AUSTIN
STATE: TX
ZIP: 78701
BUSINESS PHONE: (737) 704-2300
MAIL ADDRESS:
STREET 1: 303 COLORADO STREET
STREET 2: SUITE 3000
CITY: AUSTIN
STATE: TX
ZIP: 78701
4
1
a4.xml
4
X0306
4
2020-01-10
1
0001685715
Jagged Peak Energy Inc.
JAG
0001098463
VANLOH S WIL JR
800 CAPITOL STREET, SUITE 3600
HOUSTON
TX
77002
1
0
0
0
Common Stock
2020-01-10
4
D
0
146337026
D
0
I
See footnotes
On January 10, 2020, pursuant to the Agreement and Plan of Merger dated as of October 14, 2019 (the "Merger Agreement"), by and among Parsley Energy, Inc. ("Parsley"), Jackal Merger Sub, Inc. ("Merger Sub") and Jagged Peak Energy Inc. ("JAG"), Merger Sub merged with and into JAG (the "Merger"), with JAG surviving the Merger as a wholly-owned subsidiary of Parsley. Pursuant to the Merger Agreement, each share of JAG common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.447 shares of Parsley Class A common stock.
On January 9, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Parsley Class A common stock was $18.44.
QEM V, LLC ("QEM V LLC") is the managing member of Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"), which owns JAG common stock. QEM V LLC 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 LLC disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. Any decision taken by QEM V LLC 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 Mr. VanLoh. 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.
In connection with the closing of JAG's initial public offering, Q-Jagged Peak entered into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which each of the parties thereto agreed, among other things, to vote all of their shares of common stock in accordance with the direction of Q-Jagged Peak. As a result, Q-Jagged Peak may be deemed to be a director by deputization by virtue of its right to designate members of JAG's board of directors pursuant to the Stockholders' Agreement. This statement shall not be construed as an admission that Mr. VanLoh or Q-Jagged Peak is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and Mr. VanLoh and Q-Jagged Peak each disclaim beneficial ownership of such securities held by the parties to the Stockholders' Agreement, except to the extent of their pecuniary interest therein.
/s/ Christopher I. Humber, Attorney-in-Fact
2020-01-14