0001104659-17-006442.txt : 20170203 0001104659-17-006442.hdr.sgml : 20170203 20170203162803 ACCESSION NUMBER: 0001104659-17-006442 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170201 FILED AS OF DATE: 20170203 DATE AS OF CHANGE: 20170203 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: 1125 17TH STREET, SUITE 2400 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (720) 215-3700 MAIL ADDRESS: STREET 1: 1125 17TH STREET, SUITE 2400 CITY: DENVER STATE: CO ZIP: 80202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stahlecker Shonn D. CENTRAL INDEX KEY: 0001695446 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37995 FILM NUMBER: 17572465 MAIL ADDRESS: STREET 1: 1125 17TH STREET, SUITE 2400 CITY: DENVER STATE: CO ZIP: 80202 4 1 a4.xml 4 X0306 4 2017-02-01 0 0001685715 Jagged Peak Energy Inc. JAG 0001695446 Stahlecker Shonn D. 1125 17TH STREET, SUITE 2400 DENVER CO 80202 0 1 0 0 Controller Common stock 2017-02-01 4 A 0 532660 0.00 A 532660 D Common stock 2017-02-01 4 D 0 69653 14.18 D 463007 D 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, (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. 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. 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 2017-02-01