SEC Form 4 · accession 0001594466-19-000039

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 28, 2019

Accepted (ET)

Mar 1, 2019 · 5:33 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 stock^F1	Feb 28, 2019	C	420,000	$0.00	A	9,626,632	D
Class A common stock^F2	Feb 28, 2019	S	725,000	$18.2527	D	8,901,632	D
Class B common stock^F5,F1	Feb 28, 2019	J	420,000	$0.00	D	20,415,517	D
Class A common stock	holding	—	—		—	352,521	I	By Spouse
Class A common stock^F3	holding	—	—		—	948,043	I	By Bryan S. Sheffield Spousal Lifetime Access Trust
Class A common stock^F4	holding	—	—		—	297,761	I	By Sharoll M. Sheffield 2012 Irrevocable Trust
Class B common stock	holding	—	—		—	371,249	I	By Spouse
Class B common stock^F3	holding	—	—		—	998,406	I	By Bryan S. Sheffield Spousal Lifetime Access Trust
Class B common stock^F4	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 Unit^F6,F1	$0.00	Feb 28, 2019	C	420,000	D	—	—	Class A common stock	420,000	20,415,517	D
Parsley Energy, LLC Membership Units^F6	$0.00	holding	—	—	—	—	—	Class A common stock	371,249	371,249	I
Parsley Energy, LLC Membership Units^F3,F6	$0.00	holding	—	—	—	—	—	Class A common stock	998,406	998,406	I
Parsley Energy, LLC Membership Units^F4,F6	$0.00	holding	—	—	—	—	—	Class A common stock	313,579	313,579	I

Explanation of responses

F1On February 28, 2019, the Reporting Person, pursuant to the terms of the Third Amended and Restated Limited Liability Company Agreement of Parsley Energy, LLC, dated February 20, 2019, by and among Parsley Energy, LLC and the members thereof (the "PE LLC Agreement"), exchanged 420,000 membership units of Parsley Energy, LLC (with a corresponding number of shares of Class B common stock) for 420,000 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 $18.25 to $18.37, 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.
F3Mr. 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.
F4Mr. 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.
F5Each 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.
F6Subject 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

Executive Chairman