Sec Form 4 Filing - DEALY RICHARD P @ PIONEER NATURAL RESOURCES CO - 2013-06-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DEALY RICHARD P
2. Issuer Name and Ticker or Trading Symbol
PIONEER NATURAL RESOURCES CO [ PXD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & CFO
(Last) (First) (Middle)
5205 N. O'CONNOR BLVD., SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
06/13/2013
(Street)
IRVING, TX75039
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 310 ( 1 ) I 401(k)
Common Stock 06/13/2013 M 10,368 A $ 15.62 189,538 D
Common Stock 06/13/2013 S( 2 ) 10,368 ( 3 ) D $ 145.9528 179,170 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 15.62 06/13/2013 M 10,368 02/18/2012 02/18/2019 Common Stock 10,368 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DEALY RICHARD P
5205 N. O'CONNOR BLVD., SUITE 200
IRVING, TX75039
EVP & CFO
Signatures
Mark H. Kleinman, Attorney-in-Fact For Richard P. Dealy 06/17/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of shares beneficially owned as a result of reporting person's ownership of units in the Pioneer Natural Resources USA, Inc. 401(k)
( 2 )This transaction was executed in multiple trades at prices ranging from $145.9146 to $146.06. The price reported above reflects the weighted average sale price. The reporting person will provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 3 )The reporting person's sale of common stock of Pioneer Natural Resources Company (PXD) reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 27 shares, with the reporting person's purchase of 27 shares of PXD common stock at a price of $131.31 on February 14, 2013. On May 22, 2013, the reporting person had a sale of shares at $144 per share that also was matchable with that February 14, 2013 purchase, and in connection with such sale, paid to the Company on May 23, 2013 the full amount of profit then realized of $342.66. Accordingly, in connection with the sale reported hereby, the reporting person has agreed to pay to PXD, upon settlement of sale, the requisite incremental amount of $55.60, representing, in the aggregate, the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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