4//SEC Filing
Desai Hemang 4
Accession 0000899243-21-001526
CIK 0001594466other
Filed
Jan 11, 7:00 PM ET
Accepted
Jan 12, 5:32 PM ET
Size
10.8 KB
Accession
0000899243-21-001526
Insider Transaction Report
Form 4
Desai Hemang
Director
Transactions
- Disposition to Issuer
Class A common stock
2021-01-12−60,642→ 0 total - Disposition to Issuer
Class A common stock
2021-01-12−3,014.75→ 0 total(indirect: By Trust) - Small Acquisition
Class A common stock
2020-09-18$10.17/sh+14.75$150→ 3,014.75 total(indirect: By Trust)
Footnotes (6)
- [F1]The Desai Family Living Trust acquired these shares of Parsley Class A common stock in an exempt transaction under Rule 16a-6 of the Securities Exchange Act of 1934, as amended.
- [F2]Mr. Desai and his wife are trustees and Mr. Desai's children are beneficiaries of the Desai Family Living Trust.
- [F3]On January 12, 2021, pursuant to the Agreement and Plan of Merger dated as of October 20, 2020 (as amended, the "merger agreement"), (i) a direct wholly owned subsidiary of Pioneer Natural Resources Company ("Pioneer") merged with and into Parsley Energy, Inc. ("Parsley"), with Parsley surviving the merger as a direct wholly owned subsidiary of Pioneer (the "first merger" and the surviving entity, the "surviving corporation"); (ii) simultaneously with the first merger, another direct wholly owned subsidiary of Pioneer ("Opco Merger Sub") merged with and into Parsley Energy, LLC, a majority-owned subsidiary of Parsley ("Parsley LLC"), with Parsley LLC surviving the merger as a direct and indirect wholly owned subsidiary of Pioneer (the "Opco merger");
- [F4](cont'd from Footnote 3) and (iii) immediately following the first merger and the Opco merger, the surviving corporation merged with and into a third direct wholly owned subsidiary of Pioneer ("Merger Sub LLC"), with Merger Sub LLC surviving the merger as a direct wholly owned subsidiary of Pioneer (together with the first merger and the Opco merger, the "mergers").
- [F5](cont'd from Footnote 4) Pursuant to the merger agreement, (i) each eligible share of Parsley Class A common stock issued and outstanding immediately prior to the effective time of the first merger (the "effective time") was converted into the right to receive 0.1252 shares of Pioneer common stock and (ii) each outstanding Parsley time-based restricted stock unit award held by a non-employee director became vested and converted into the right to receive a number of shares of Pioneer common stock, rounded up or down to the nearest whole share, equal to the product of (a) the number of shares of Parsley Class A common stock subject to such award as of immediately prior to the effective time and (b) 0.1252.
- [F6]On January 11, 2021 (the day prior to the mergers), the closing price of one share of Pioneer Class A common stock was $131.42.
Documents
Issuer
Pioneer PE Holding LLC
CIK 0001594466
Entity typeother
Related Parties
1- filerCIK 0001614412
Filing Metadata
- Form type
- 4
- Filed
- Jan 11, 7:00 PM ET
- Accepted
- Jan 12, 5:32 PM ET
- Size
- 10.8 KB