| Accession Number: | 0001606915-21-000005 |
| Date: | 2021-01-12 |
| Issuer: | PIONEER NATURAL RESOURCES CO (PXD) |
| Original Submission Date: |
SHEFFIELD SCOTT D
777 HIDDEN RIDGE
IRVING, TX 75038
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | 2021-01-12 | A | 3,130 | a | $0.00 | 420,717 | direct | ||
| COMMON STOCK | 2021-01-12 | 0 | $0.00 | 13,000 | indirect | ||||
| COMMON STOCK | 2021-01-12 | 0 | $0.00 | 15,000 | indirect | ||||
| COMMON STOCK | 2021-01-12 | 0 | $0.00 | 156,739 | indirect | ||||
| COMMON STOCK | 2021-01-12 | 0 | $0.00 | 2,760 | indirect |
| 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 Exercisable | Expiration 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 |
|---|
| ID | footnote |
|---|---|
| f1 | this form 4 reports securities acquired in connection with the mergers (the mergers) contemplated by that certain agreement and plan of merger, dated as of october 20, 2020, by and among pioneer natural resources company (pioneer), certain subsidiaries of pioneer, parsley energy, inc. (parsley) and parsley energy, llc (opco llc) (the merger agreement). on january 12, 2021, as a result of the mergers contemplated by the merger agreement, at the effective time (as defined in the merger agreement), each outstanding eligible share of class a common stock of parsley and each outstanding eligible membership interest unit in opco llc was converted automatically into the right to receive 0.1252 (the exchange ratio) shares of common stock of pioneer, with cash paid in lieu of the issuance of any fractional shares of pioneer common stock. |
| f2 | (continued from footnote 1) the shares of pioneer common stock reported above were acquired by the reporting person as a result of the mergers in respect of the shares of class a common stock of parsley owned by the reporting person immediately prior to the effective time in a transaction exempt pursuant to rule 16b-3. on the trading day immediately prior to the effective time, the closing price of pioneer common stock was $131.42 per share. |
