Sec Form 4 Filing - Sheffield Bryan @ Parsley Energy, Inc. - 2019-02-11

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 Sheffield Bryan 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 X __ 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) 02/11/2019 (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 02/11/2019 A 129,569 ( 1 ) A $ 0 9,275,576 ( 2 ) D Class A common stock 02/11/2019 F 42,553 ( 3 ) D $ 17.64 9,233,023 D Class A common stock 352,521 ( 2 ) I By Spouse Class A common stock 948,043 ( 2 ) I By Bryan S. Sheffield Spousal Lifetime Access Trust ( 4 ) Class A common stock 297,761 ( 2 ) I By Sharoll M. Sheffield 2012 Irrevocable Trust ( 5 ) Class B common stock ( 6 ) 20,835,517 ( 7 ) D Class B common stock ( 6 ) 371,249 ( 7 ) I By Spouse Class B common stock ( 6 ) 998,406 ( 7 ) I By Bryan S. Sheffield Spousal Lifetime Access Trust ( 4 ) Class B common stock ( 6 ) 313,579 ( 7 ) I By Sharoll M. Sheffield 2012 Irrevocable Trust ( 5 )

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 ( 8 ) ( 8 ) Class A common stock 20,835,517 ( 9 ) 20,835,517 D Parsley Energy, LLC Membership Units $ 0 ( 8 ) ( 8 ) Class A common stock 371,249 ( 9 ) 371,249 I By Spouse Parsley Energy, LLC Membership Units $ 0 ( 8 ) ( 8 ) Class A common stock 998,406 ( 9 ) 998,406 I By Bryan S. Sheffield Spousal Lifetime Access Trust ( 4 ) Parsley Energy, LLC Membership Units $ 0 ( 8 ) ( 8 ) Class A common stock 313,579 ( 9 ) 313,579 I By Sharoll M. Sheffield 2012 Irrevocable Trust ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sheffield Bryan 303 COLORADO STREET, SUITE 3000 AUSTIN, TX78701 X X See Remarks Signatures /s/ Bryan Sheffield, by Colin Roberts, as Attorney-in-Fact 02/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Class A common stock earned pursuant to a performance-based restricted stock award granted on February 18, 2016, based upon attainment of the applicable performance conditions and adjustment of the target number of shares, as certified by the Compensation Committee of the Issuer on February 11, 2019. ( 2 )In November 2018, Sheffield Energy Management, LLC distributed all of its shares of Class A common stock to its members as follows: (a) 112,944 shares to Mr. Sheffield; (b) 352,521 shares to Mr. Sheffield's spouse; (c) 948,043 shares to the Bryan S. Sheffield Spousal Lifetime Access Trust; and (d) 297,761 shares to the Sharoll M. Sheffield 2012 Irrevocable Trust. ( 3 )The Issuer withheld shares of Class A common stock that would have otherwise been issuable to the reporting person to satisfy the Issuer's withholding obligations in connection with the vesting and settlement of the performance-based restricted stock granted on February 18, 2016. The number of shares of Class A common stock withheld was determined based on the closing price of the Class A common stock on February 8, 2019. ( 4 )Mr. Sheffield serves as the investment trustee of the Bryan S. Sheffield Spousal Lifetime Access Trust, and Mr. Sheffield and his children are beneficiaries of the Bryan S. Sheffield Spousal Lifetime Access Trust. ( 5 )Mr. Sheffield's spouse serves as the investment trustee of the Sharoll M. Sheffield 2012 Irrevocable Trust, and Mr. Sheffi eld's spouse and children are beneficiaries of the Sharoll M. Sheffield 2012 Irrevocable Trust. ( 6 )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. ( 7 )In November 2018, Sheffield Energy Management, LLC distributed all of its shares of Class B common stock to its members as follows: (a) 118,944 shares to Mr. Sheffield; (b) 371,249 shares to Mr. Sheffield's spouse; (c) 998,406 shares to the Bryan S. Sheffield Spousal Lifetime Access Trust; and (d) 313,579 shares to the Sharoll M. Sheffield 2012 Irrevocable Trust. ( 8 )Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Parley Energy, LLC, by and among Parsley Energy, LLC and the members thereof, the Parsley Energy, LLC Membership Units (together with a corresponding number of shares of Class B common stock) are exchangeable from time to time for shares of Class A common stock of Parsley Energy, Inc. ( 9 )In November 2018, Sheffield Energy Management, LLC distributed all of its Parsley Energy, LLC Membership Units to its members as follows: (a) 118,944 units to Mr. Sheffield; (b) 371,249 units to Mr. Sheffield's spouse; (c) 998,406 units to the Bryan S. Sheffield Spousal Lifetime Access Trust; and (d) 313,579 units to the Sharoll M. Sheffield 2012 Irrevocable Trust.

Remarks: Executive Chairman

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