SEC Form 4 · accession 0001594466-19-000013
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
Feb 11, 2019
Accepted (ET)
Feb 12, 2019 · 5:12 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,F2 | Feb 11, 2019 | A | 129,569 | $0.00 | A | 9,275,576 | D | |
| Class A common stockF3 | Feb 11, 2019 | F | 42,553 | $17.64 | D | 9,233,023 | D | |
| Class A common stockF2 | holding | — | — | — | 352,521 | I | By Spouse | |
| Class A common stockF2,F4 | holding | — | — | — | 948,043 | I | By Bryan S. Sheffield Spousal Lifetime Access Trust | |
| Class A common stockF2,F5 | holding | — | — | — | 297,761 | I | By Sharoll M. Sheffield 2012 Irrevocable Trust | |
| Class B common stockF6,F7 | holding | — | — | — | 20,835,517 | D | ||
| Class B common stockF6,F7 | holding | — | — | — | 371,249 | I | By Spouse | |
| Class B common stockF6,F7,F4 | holding | — | — | — | 998,406 | I | By Bryan S. Sheffield Spousal Lifetime Access Trust | |
| Class B common stockF6,F7,F5 | holding | — | — | — | 313,579 | I | By Sharoll M. Sheffield 2012 Irrevocable Trust |
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 UnitF8,F9 | $0.00 | holding | — | — | — | — | — | Class A common stock | 20,835,517 | 20,835,517 | D |
| Parsley Energy, LLC Membership UnitsF8,F9 | $0.00 | holding | — | — | — | — | — | Class A common stock | 371,249 | 371,249 | I |
| Parsley Energy, LLC Membership UnitsF4,F8,F9 | $0.00 | holding | — | — | — | — | — | Class A common stock | 998,406 | 998,406 | I |
| Parsley Energy, LLC Membership UnitsF5,F8,F9 | $0.00 | holding | — | — | — | — | — | Class A common stock | 313,579 | 313,579 | I |
Explanation of responses
- F1Represents 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.
- F2In 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.
- F3The 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.
- F4Mr. 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.
- F5Mr. Sheffield's spouse serves as the investment trustee of the Sharoll M. Sheffield 2012 Irrevocable Trust, and Mr. Sheffield's spouse and children are beneficiaries of the Sharoll M. Sheffield 2012 Irrevocable Trust.
- F6Each 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.
- F7In 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.
- F8Subject 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.
- F9In 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