0001140361-21-000973.txt : 20210112
0001140361-21-000973.hdr.sgml : 20210112
20210112173211
ACCESSION NUMBER: 0001140361-21-000973
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210112
FILED AS OF DATE: 20210112
DATE AS OF CHANGE: 20210112
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: 001-36463
FILM NUMBER: 21524348
MAIL ADDRESS:
STREET 1: 1401 MCKINNEY STREET, SUITE 2700
CITY: HOUSTON
STATE: TX
ZIP: 77010
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Pioneer PE Holding LLC
CENTRAL INDEX KEY: 0001594466
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 464314192
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 777 HIDDEN RIDGE
CITY: IRVING
STATE: TX
ZIP: 75038
BUSINESS PHONE: 972-444-9001
MAIL ADDRESS:
STREET 1: 777 HIDDEN RIDGE
CITY: IRVING
STATE: TX
ZIP: 75038
FORMER COMPANY:
FORMER CONFORMED NAME: Parsley Energy, Inc.
DATE OF NAME CHANGE: 20131217
4
1
form4.xml
FORM 4
X0306
4
2021-01-12
true
0001594466
Pioneer PE Holding LLC
PE
0001098463
VANLOH S WIL JR
303 COLORADO STREET
AUSTIN
TX
78701
true
true
Class A common stock
2021-01-12
4
D
0
20374
D
0
D
Class A common stock
2021-01-12
4
D
0
65416239
D
0
I
See footnote
Restricted Stock Unit Award granted to Mr. VanLoh, in his capacity as a director of the Issuer, pursuant to the Issuer's 2014 Long Term Incentive Plan vested at the Effective Time. Excludes 3,589 shares previously directly held by Mr. VanLoh which were transferred to Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak") on May 21, 2020.
Mr. VanLoh held these securities for the benefit of Q-Jagged Peak. Mr. VanLoh disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
These shares are held directly by Q-Jagged Peak. QEM V, LLC ("QEM V") is the managing member of Q-Jagged Peak. QEM V 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 disclaims beneficial ownership of such securities in excess of its pecuniary interest therein. Any decision taken by QEM V 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 therein.
This Form 4 reports securities disposed of upon effectiveness of the merger contemplated by the Agreement and Plan of Merger dated as of October 20, 2020 (the "Merger Agreement") entered into by Parsley Energy, Inc. (the "Issuer") with Pioneer Natural Resources Company (the "Parent"), Pearl First Merger Sub Inc., a wholly-owned subsidiary of Parent ("Merger Sub Inc."), Pearl Second Merger Sub LLC, a wholly-owned subsidiary of Parent ("Merger Sub LLC"), Pearl Opco Merger Sub LLC, a wholly-owned subsidiary of the Parent ("Opco Merger Sub LLC"), and Parsley Energy, LLC ("Opco LLC"), providing for the merger of the Parent with and into the Issuer, with the Issuer surviving the merger as a direct wholly owned subsidiary of the Parent (the "First Merger" and the surviving entity, the "Surviving Corporation");
[continued from footnote 4] (ii) simultaneously with the First Merger, Opco Merger Sub LLC merged with and into Parsley Energy, LLC, a majority-owned subsidiary of the Issuer ("Parsley LLC"), with Parsley LLC surviving the merger as a direct and indirect wholly owned subsidiary of the Parent (the "Opco Merger"); and (iii) immediately following the First Merger and the Opco Merger, the Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger as a direct wholly owned subsidiary of the Parent (together with the First Merger, the "Mergers").
Pursuant to the Merger Agreement, (i) each eligible share of the Issuer's Class A common stock issued and outstanding immediately prior to the effective time of the First Merger (the "Effective Merger") was converted into the right to receive 0.1252 shares of the Parent's common stock; (ii) each outstanding time-based restricted stock unit award of the Issuer held by a non-employee director became vested and converted into the right to receive a number of shares of the Parent's common stock, rounded up or down to the nearest whole share, equal to the product of (a) the number of shares of the Issuer's 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 the Parent's common stock was $131.42. As a result of the Mergers, Q-Jagged Peak and QEM V, LLC no longer beneficially owns any shares of the Issuer's Class A common stock.
Includes 3,589 shares previously directly held by Mr. VanLoh which were transferred to Q-Jagged Peak on May 21, 2020.
/s/ S. Wil VanLoh, Jr.
2021-01-12