SEC Form 4 · accession 0001104659-17-006442
Jagged Peak Energy Inc. · JAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shonn D. Stahlecker
Officer — Controller
Period of report
Feb 1, 2017
Accepted (ET)
Feb 3, 2017 · 4:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001685715
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock | Feb 1, 2017 | A | 532,660 | $0.00 | A | 532,660 | D | |
| Common stockF4 | Feb 1, 2017 | D | 69,653 | $14.18 | D | 463,007 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Immediately 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,
- F2(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. Stahlecker received 532,660 shares of the Issuer's common stock as consideration based on his relative ownership of Units.
- F3Mr. Stahlecker sold 69,653 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.
- F4This 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.