4//SEC Filing
Reed Stephanie L 4
Accession 0000899243-21-001531
CIK 0001594466other
Filed
Jan 11, 7:00 PM ET
Accepted
Jan 12, 5:33 PM ET
Size
15.4 KB
Accession
0000899243-21-001531
Insider Transaction Report
Form 4
Reed Stephanie L
See Remarks
Transactions
- Disposition to Issuer
Class A common stock
2021-01-12−189,860→ 0 total - Tax Payment
Class A common stock
2021-01-12$16.41/sh−11,557$189,650→ 189,860 total - Award
Class A common stock
2021-01-12+42,086→ 201,417 total - Award
Class A common stock
2021-01-12+27,578→ 166,432 total - Tax Payment
Class A common stock
2021-01-12$16.41/sh−7,101$116,527→ 159,331 total
Footnotes (7)
- [F1]Represents shares of Class A common stock earned pursuant to a performance-based restricted stock unit award granted on February 11, 2019. 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");
- [F2](cont'd from Footnote 1) 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"). Pursuant to the merger agreement, each outstanding Parsley performance-based restricted stock unit award became vested based on the deemed achievement of the maximum level of performance applicable to such performance-based restricted stock unit award as of the date immediately prior to the effective time of the first merger (the "effective time").
- [F3]Parsley withheld shares of Class A common stock that would have otherwise been issuable to the reporting person to satisfy Parsley's tax withholding obligations in connection with the vesting and settlement of the performance-based restricted stock units granted on February 11, 2019. The number of shares of Class A common stock withheld was determined based on the closing price of the Class A common stock on January 11, 2021.
- [F4]Represents shares of Class A common stock earned pursuant to a performance-based restricted stock unit award granted on February 10, 2020. Pursuant to the merger agreement, each outstanding Parsley performance-based restricted stock unit award became vested based on the deemed achievement of the maximum level of performance applicable to such performance-based restricted stock unit award as of the date immediately prior to the effective time.
- [F5]Parsley withheld shares of Class A common stock that would have otherwise been issuable to the reporting person to satisfy Parsley's tax withholding obligations in connection with the vesting and settlement of the performance-based restricted stock units granted on February 10, 2020. The number of shares of Class A common stock withheld was determined based on the closing price of the Class A common stock on January 11, 2021.
- [F6]On January 12, 2021, pursuant to the merger agreement, (i) each eligible share of Class A common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 0.1252 shares of Pioneer common stock; (ii) each unit representing membership interests in Parsley LLC was converted into the right to receive 0.1252 shares of Pioneer common stock; (iii) each corresponding share of Class B common stock was automatically cancelled for no additional consideration;
- [F7](cont'd from Footnote 6) and (iv) each vested time-based restricted stock unit award and performance-based restricted stock unit award was automatically cancelled 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 Class A common stock subject to such award as of immediately prior to the effective time and (b) 0.1252. On January 11, 2021 (the day prior to the mergers), the closing price of one share of Pioneer common stock was $131.42.
Documents
Issuer
Pioneer PE Holding LLC
CIK 0001594466
Entity typeother
Related Parties
1- filerCIK 0001799333
Filing Metadata
- Form type
- 4
- Filed
- Jan 11, 7:00 PM ET
- Accepted
- Jan 12, 5:33 PM ET
- Size
- 15.4 KB