SEC Form 4 · accession 0001104659-17-006450
Jagged Peak Energy Inc. · JAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Joseph N Jaggers
Officer — See Remarks · Director
Period of report
Feb 1, 2017
Accepted (ET)
Feb 3, 2017 · 4:31 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 | 6,187,683 | $0.00 | A | 6,187,683 | D | |
| Common stockF5 | Feb 1, 2017 | A | 462,214 | $0.00 | A | 462,214 | I | By Jaggers Investments, LLLP |
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")
- F2(Continued from footnote (1)) 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, (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.
- F3As a result of the transactions described in footnotes (1) and (2), JPE LLC became a wholly owned subsidiary of the Issuer. Pursuant to the transactions described in footnotes (1) and (2), Mr. Jaggers received 6,187,683 shares of the Issuer's common stock as consideration based on his relative ownership of Units. The number of shares of common stock reflected in the table above as beneficially owned by Mr. Jaggers does not include 10,236,958 shares held by Management Holdco, of which Mr. Jaggers is the sole manager and therefore may be deemed to be the beneficial owner of securities that it holds. Mr. Jaggers disclaims beneficial ownership of such securities in excess of his pecuniary interest therein.
- F4Pursuant to the transactions described in footnotes (1) and (2) to this Form 4, Jaggers Investments, LLLP received 462,214 shares of the Issuer's common stock as consideration based on its relative ownership of Units.
- F5Mr. Jaggers has sole voting and dispositive power over these shares. Jaggers Investments, LLLP is an entity, of which Mr. Jaggers is general partner, owned by Mr. Jaggers and certain members of his family.
Remarks
Chairman, Chief Executive Officer and President.