SEC Form 5 · accession 0001594466-17-000011
Parsley Energy, Inc. · PE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan Sheffield
Officer — See Remarks · Director · 10% Owner
Period of report
Dec 31, 2016
Accepted (ET)
Feb 10, 2017 · 4:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001594466
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF1 | Jul 27, 2016 | C | 2,000,000 | $0.00 | A | 12,857,435 | D | |
| Class A common stockF2 | holding | — | — | — | 1,711,269 | I | By Sheffield Energy Management, LLC | |
| Class B common stockF3 | holding | — | — | — | 20,716,573 | D | ||
| Class B common stockF3,F2 | holding | — | — | — | 1,802,178 | I | By Sheffield Energy Management, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Parsley Energy, LLC Membership UnitsF4,F1 | $0.00 | Jul 27, 2016 | C | 2,000,000 | D | — | — | Class A common stock | 2,000,000 | 20,716,573 | D |
| Parsley Energy, LLC Membership UnitsF4,F2 | $0.00 | holding | — | — | — | — | — | Class A common stock | 1,802,178 | 1,802,178 | I |
Explanation of responses
- F1On July 27, 2016, the Reporting Person, pursuant to the terms of the First Amended and Restated Limited Liability Company Agreement of Parley Energy, LLC, among Parsley Energy, LLC and the members thereof, exchanged 2,000,000 Parsley Energy, LLC Membership Units (with a corresponding number of shares of Class B common stock) for shares of Class A common stock of Parsley Energy, Inc.
- F2Mr. Sheffield has voting and dispositive power over these shares.
- F3Each 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.
- F4Subject to the terms of the First Amended and Restated Limited Liability Company Agreement of Parsley Energy, LLC, 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.
Remarks
Chairman and Chief Executive Officer