Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-001517
Date:2021-01-12
Issuer: PIONEER PE HOLDING LLC (PE)
Original Submission Date:

Reporting Person:

DALTON RYAN
303 COLORADO STREET
AUSTIN, TX 78701

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2021-01-12 A 102,040 a $0.00 547,759 direct
CLASS A COMMON STOCK 2021-01-12 F 38,665 d $16.41 509,094 direct
CLASS A COMMON STOCK 2021-01-12 F 12,792 d $16.41 496,302 direct
CLASS A COMMON STOCK 2021-01-12 A 112,232 a $0.00 608,534 direct
CLASS A COMMON STOCK 2021-01-12 F 44,164 d $16.41 564,370 direct
CLASS A COMMON STOCK 2021-01-12 F 22,082 d $16.41 542,288 direct
CLASS A COMMON STOCK 2021-01-12 D 542,288 d $0.00 0 direct
CLASS B COMMON STOCK 2021-01-12 D 1,076,327 d $0.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PARSLEY ENERGY, LLC MEMBERSHIP UNIT 0.0 2021-01-12 deemed execution date D 1,076,327 (d) class a common stock 1,076,327 $0.00 0 direct
Footnotes
IDfootnote
f1 represents shares of class a common stock earned pursuant to a performance-based restricted stock unit award granted on february 11, 2019. on january 12, 2021, pursuant to the agreement and plan of merger dated as of october 20, 2020 (as amended, the "merger agreement"), (i) a direct wholly owned subsidiary of pioneer natural resources company ("pioneer") merged with and into parsley energy, inc. ("parsley"), with parsley surviving the merger as a direct wholly owned subsidiary of pioneer (the "first merger" and the surviving entity, the "surviving corporation"); (ii) simultaneously with the first merger, another direct wholly owned subsidiary of pioneer ("opco merger sub") merged with and into parsley energy, llc, a majority-owned subsidiary of parsley ("parsley llc"), with parsley llc surviving the merger as a direct and indirect wholly owned subsidiary of pioneer (the "opco merger");
f2 (cont'd from footnote 1) and (iii) immediately following the first merger and the opco merger, the surviving corporation merged with and into a third direct wholly owned subsidiary of pioneer ("merger sub llc"), with merger sub llc surviving the merger as a direct wholly owned subsidiary of pioneer (together with the first merger and the opco merger, the "mergers"). pursuant to the merger agreement, each outstanding parsley performance-based restricted stock unit award became vested based on the deemed achievement of the maximum level of performance applicable to such performance-based restricted stock unit award as of the date immediately prior to the effective time of the first merger (the "effective time").
f3 parsley withheld shares of class a common stock that would have otherwise been issuable to the reporting person to satisfy parsley's tax withholding obligations in connection with the vesting and settlement of the performance-based restricted stock units granted on february 11, 2019. the number of shares of class a common stock withheld was determined based on the closing price of the class a common stock on january 11, 2021.
f4 parsley withheld shares of class a common stock that would have otherwise been issuable to the reporting person to satisfy parsley's tax withholding obligations in connection with the vesting and settlement of the time-based restricted stock units granted on february 11, 2019. the number of shares of class a common stock withheld was determined based on the closing price of the class a common stock on january 11, 2021.
f5 represents shares of class a common stock earned pursuant to a performance-based restricted stock unit award granted on february 10, 2020. pursuant to the merger agreement, each outstanding parsley performance-based restricted stock unit award became vested based on the deemed achievement of the maximum level of performance applicable to such performance-based restricted stock unit award as of the date immediately prior to the effective time.
f6 parsley withheld shares of class a common stock that would have otherwise been issuable to the reporting person to satisfy parsley's tax withholding obligations in connection with the vesting and settlement of the performance-based restricted stock units granted on february 10, 2020. the number of shares of class a common stock withheld was determined based on the closing price of the class a common stock on january 11, 2021.
f7 parsley withheld shares of class a common stock that would have otherwise been issuable to the reporting person to satisfy parsley's tax withholding obligations in connection with the vesting and settlement of the time-based restricted stock units granted on february 10, 2020. the number of shares of class a common stock withheld was determined based on the closing price of the class a common stock on january 11, 2021.
f8 each share of class b common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally.
f9 on january 12, 2021, pursuant to the merger agreement, (i) each eligible share of class a common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 0.1252 shares of pioneer common stock; (ii) each unit representing membership interests in parsley llc was converted into the right to receive 0.1252 shares of pioneer common stock; (iii) each corresponding share of class b common stock was automatically cancelled for no additional consideration;
f10 (cont'd from footnote 9) and (iv) each vested time-based restricted stock unit award and performance-based restricted stock unit award was automatically cancelled and converted into the right to receive a number of shares of pioneer common stock, rounded up or down to the nearest whole share, equal to the product of (a) the number of shares of 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 pioneer common stock was $131.42.
f11 prior to the consummation of the mergers and subject to the terms of the fourth amended and restated limited liability company agreement of parsley llc, dated july 22, 2019, by and among parsley llc and the members thereof, the membership units of parsley llc (together with a corresponding number of shares of class b common stock) were exchangeable from time to time for class a common stock at an exchange ratio of one share of class a common stock for each membership unit of parsley llc (and the corresponding share of class b common stock).
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