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