Sec Form 4 Filing - Petry Mark R @ Jagged Peak Energy Inc. - 2017-02-01

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 Petry Mark R 2. Issuer Name and Ticker or Trading Symbol Jagged Peak Energy Inc. [ JAG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 1125 17TH STREET, SUITE 2400 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2017 (Street) DENVER, CO80202 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 ) 1,560,338 A $ 0 1,560,338 D Common stock 02/01/2017 D( 3 ) 235,427 D $ 14.18 ( 4 ) 1,324,911 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 Petry Mark R 1125 17TH STREET, SUITE 2400 DENVER, CO80202 See Remarks Signatures /s/ Mark R. Petry, 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, 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. Pursuant to the transactions described above, Mr. Petry received 1,560,338 shares of the Issuer's common stock as consideration based on his relative ownership of Units. ( 3 )Mr. Petry sold 235,427 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. ( 4 )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.

Remarks: Executive Vice President, Land.

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