Sec Form 4 Filing - Kleckner James J. @ Parsley Energy, Inc. - 2020-01-10

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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
Kleckner James J.
2. Issuer Name and Ticker or Trading Symbol
Parsley Energy, Inc. [ PE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
303 COLORADO STREET, SUITE 3000
3. Date of Earliest Transaction (MM/DD/YY)
01/10/2020
(Street)
AUSTIN, TX78701
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
Class A common stock 01/10/2020 A 356,037 A 356,037 D
Class A common stock 01/10/2020 F 125,603 ( 3 ) ( 4 ) D $ 18.44 230,434 D
Class A common stock 01/10/2020 A 3,589 ( 5 ) A $ 0 234,023 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kleckner James J.
303 COLORADO STREET, SUITE 3000
AUSTIN, TX78701
X
Signatures
/s/ James J. Kleckner, by Colin W. Roberts, as Attorney-in-Fact 01/14/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 reports securities acquired in connection with the merger contemplated by that certain Agreement and Plan of Merger, dated as of October 14, 2019, by and among Jagged Peak Energy Inc. ("Jagged Peak"), Parsley Energy, Inc. ("Parsley") and Jackal Merger Sub, Inc. ("Merger Sub") (the "Merger Agreement"). On January 10, 2020 (the "Effective Time"), Merger Sub merged with and into Jagged Peak, with Jagged Peak surviving the merger as a wholly owned subsidiary of Parsley (the "Merger"), and each outstanding share of common stock, par value $0.01 per share, of Jagged Peak ("Jagged Peak common stock"), was converted automatically into the right to receive 0.447 shares of Class A common stock, par value $0.01 per share, of Parsley (the "Parsley Class A common stock") (the "Exchange Ratio"), with cash paid in lieu of the issuance of any fractional shares of Parsley Class A common stock.
( 2 )(Continued from footnote 1) The Parsley Class A common stock acquired by the Reporting Person is reported above, and is the sum of (a) 255,423 shares of Parsley Class A common stock acquired as a result of the Merger and (b) 100,614 shares of Parsley Class A common stock acquired as a result of the early acceleration of vesting of certain Jagged Peak restricted stock units assumed by Parsley pursuant to the Merger Agreement and automatically converted into the right to receive Parsley Class A common stock. On the trading day immediately prior to the Effective Time, the closing price of Parsley Class A common stock was $18.44 per share.
( 3 )Represents shares of Parsley Class A common stock surrendered to cover the tax withholding obligation of the Reporting Person upon settlement of (a) Jagged Peak performance stock units converted into the right to receive a number of shares of Parsley Class A common stock after applying the Exchange Ratio, as contemplated by the Merger Agreement, and (b) Jagged Peak restricted stock units assumed by Parsley pursuant to the Merger Agreement, and is the sum of (i) 81,352 shares of Parsley Class A common stock surrendered relating to the tax withholding obligation in connection with the settlement of Jagged Peak performance stock units converted into the right to receive a number of shares of Parsley Class A common stock after applying the Exchange Ratio, as contemplated by the Merger Agreement,
( 4 )(Continued from footnote 3) and (ii) 44,251 shares of Parsley Class A common stock surrendered relating to the tax withholding obligation in connection with the settlement of Jagged Peak restricted stock units assumed by Parsley pursuant to the Merger Agreement.
( 5 )Restricted Stock Unit Award pursuant to the Parsley Energy, Inc. 2014 Long Term Incentive Plan. The award vests in full on May 24, 2020.

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