Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-001529
Date:2021-01-12
Issuer: PIONEER PE HOLDING LLC (PE)
Original Submission Date:

Reporting Person:

KLECKNER JAMES J.
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 D 254,397 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
Footnotes
IDfootnote
f1 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").
f3 (cont'd from footnote 2) pursuant to the merger agreement, (i) each eligible share of parsley class a common stock issued and outstanding immediately prior to the effective time of the first merger (the "effective time") was converted into the right to receive 0.1252 shares of pioneer common stock and (ii) each outstanding parsley time-based restricted stock unit award held by a non-employee director became vested 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 parsley class a common stock subject to such award as of immediately prior to the effective time and (b) 0.1252.
f4 on january 11, 2021 (the day prior to the mergers), the closing price of one share of pioneer class a common stock was $131.42.
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