SEC Form 4 · accession 0001594466-18-000083
Parsley Energy, Inc. · PE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mike Hinson
Officer — See Remarks
Period of report
Aug 10, 2018
Accepted (ET)
Aug 10, 2018 · 5:00 pm EDT
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 | Aug 10, 2018 | C | 250,000 | $0.00 | A | 663,978 | D | |
| Class A common stockF2 | Aug 10, 2018 | S | 250,000 | $30.24 | D | 413,978 | D | |
| Class B common stockF3,F1 | Aug 10, 2018 | J | 250,000 | $0.00 | D | 1,287,610 | D |
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 | Aug 10, 2018 | C | 250,000 | D | — | — | Class A common stock | 250,000 | 1,287,610 | D |
Explanation of responses
- F1On August 10, 2018, the Reporting Person, pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of Parsley Energy, LLC, dated April 20, 2017, by and among Parsley Energy, LLC and the members thereof (the "PE LLC Agreement"), exchanged 250,000 membership units of Parsley Energy, LLC (with a corresponding number of shares of Class B common stock) for 250,000 shares of Class A common stock of Parsley Energy, Inc.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.15 to $30.43, inclusive. The reporting person undertakes to provide to Parsley Energy, Inc., any security holder of Parsley Energy, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- 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 PE LLC Agreement, the membership units of Parsley Energy, LLC (together with a corresponding number of shares of Class B common stock) are 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 Energy, LLC (and a corresponding share of Class B common stock) exchanged.
Remarks
Senior Vice President-Corporate Development