Sec Form 4 Filing - Gallagher Matthew @ Pioneer PE Holding LLC - 2021-01-12

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
Gallagher Matthew
2. Issuer Name and Ticker or Trading Symbol
Pioneer PE Holding LLC [ PE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
303 COLORADO STREET, SUITE 3000
3. Date of Earliest Transaction (MM/DD/YY)
01/12/2021
(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 01/12/2021 A 220,628 ( 1 ) ( 2 ) A $ 0 1,179,389 D
Class A common stock 01/12/2021 F 86,818 ( 3 ) D $ 16.41 1,092,571 D
Class A common stock 01/12/2021 F 34,596 ( 4 ) D $ 16.41 1,057,975 D
Class A common stock 01/12/2021 A 280,582 ( 5 ) A $ 0 1,338,557 D
Class A common stock 01/12/2021 F 110,410 ( 6 ) D $ 16.41 1,228,147 D
Class A common stock 01/12/2021 F 55,205 ( 7 ) D $ 16.41 1,172,942 D
Class A common stock 01/12/2021 D 1,172,942 D 0 D
Class B common stock ( 8 ) 01/12/2021 D( 9 )( 10 ) 1,000,000 D 0 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
Parsley Energy, LLC Membership Unit $ 0 01/12/2021 D 1,000,000 ( 11 ) ( 11 ) Class A common stock 1,000,000 ( 9 ) ( 10 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gallagher Matthew
303 COLORADO STREET, SUITE 3000
AUSTIN, TX78701
X See Remarks
Signatures
/s/ Matt Gallagher, by Colin Roberts, as Attorney-in-Fact 01/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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");
( 2 )(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").
( 3 )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.
( 4 )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.
( 5 )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.
( 6 )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.
( 7 )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.
( 8 )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.
( 9 )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;
( 10 )(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.
( 11 )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).

Remarks:
President and Chief Executive Officer

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