Sec Form 4 Filing - VANLOH S WIL JR @ Jagged Peak Energy Inc. - 2017-02-01

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change 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 *
VANLOH S WIL JR
2. Issuer Name and Ticker or Trading Symbol
Jagged Peak Energy Inc. [ JAG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1401 MCKINNEY ST., SUITE 2700
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2017
(Street)
HOUSTON, TX77010
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 02/01/2017 A( 1 )( 2 )( 3 ) 147,907,432 A $ 0 147,907,432 I See Footnotes ( 4 ) ( 5 )
Common stock 02/01/2017 D( 6 ) 1,570,406 D $ 14.18 ( 7 ) 146,337,026 I See Footnotes ( 4 ) ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VANLOH S WIL JR
1401 MCKINNEY ST., SUITE 2700
HOUSTON, TX77010
X X
Signatures
/s/ S. Wil VanLoh, Jr., by Christopher I. Humber, as Attorney-in-Fact 02/01/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the closing of Jagged Peak Energy Inc.'s (the "Issuer") initial public offering, and pursuant to the Master Reorganization Agreement dated as of January 25, 2017 by and among Jagged Peak Energy LLC ("JPE LLC"), Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"), the Issuer, JPE Merger Sub LLC, JPE Management Holdings LLC ("Management Holdco"), and the individuals listed on the signature pages thereto under the heading "Management Members", (i) the equity interests (both capital interests and management incentive units) in JPE LLC were recapitalized into a single class of units ("Units"), and the Units were allocated among the existing owners of JPE LLC (the "Existing Owners") in accordance with the terms of the limited liability company agreement of JPE LLC and calculated using an implied valuation for JPE LLC based on the initial public offering price of the Issuer's common stock,
( 2 )(Continued from footnote (1)) (ii) officers and other employees that held management incentive units in JPE LLC contributed to Management Holdco certain of the Units issued to them in the recapitalization described above in exchange for membership interests in Management Holdco and (iii) JPE LLC merged into a subsidiary of the Issuer, and the Existing Owners and Management Holdco received, as consideration in the merger, shares of the Issuer's common stock, with such shares of common stock allocated among the Existing Owners and Management Holdco pro rata based on their relative ownership of Units. As a result of these transactions, JPE LLC became a wholly owned subsidiary of the Issuer.
( 3 )Pursuant to the transactions described in footnotes (1) and (2), Q-Jagged Peak received 147,907,432 shares of the Issuer's common stock as consideration based on its relative ownership of Units. As described in footnote (4) below, Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
( 4 )QEM V, LLC ("QEM V LLC") is the managing member of Q-Jagged Peak. QEM V LLC may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V LLC disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. Any decision taken by QEM V LLC to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include Mr. VanLoh. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
( 5 )In connection with the closing of the Issuer's initial public offering, Q-Jagged Peak entered into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which each of the parties thereto agreed, among other things, to vote all of their shares of common stock in accordance with the direction of Q-Jagged Peak. As a result, Q-Jagged Peak may be deemed to be a director by deputization by virtue of its right to designate members of the Issuer's board of directors pursuant to the Stockholders' Agreement. This statement shall not be construed as an admission that Mr. VanLoh or Q-Jagged Peak is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and Mr. VanLoh and Q-Jagged Peak each disclaim beneficial ownership of such securities held by the parties to the Stockholders' Agreement, except to the extent of their pecuniary interest therein.
( 6 )Q-Jagged Peak sold 1,570,406 shares of the Issuer's common stock as a selling stockholder, pursuant to a registration statement on Form S-1 (Registration No. 333-215179), as amended, initially filed with the Securities and Exchange Commission by the Issuer on December 19, 2016. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
( 7 )This amount represents the $15.00 offering price per share of the Issuer's common stock less the underwriting discounts and commission of $0.825 per share.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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