4//SEC Filing
Q-Jagged Peak Energy Investment Partners, LLC 4
Accession 0000905148-20-000075
CIK 0001685715other
Filed
Jan 13, 7:00 PM ET
Accepted
Jan 14, 4:30 PM ET
Size
9.8 KB
Accession
0000905148-20-000075
Insider Transaction Report
Form 4
QEM V LLC
Director10% OwnerOther
Transactions
- Disposition to Issuer
Common Stock
2020-01-10−146,337,026→ 0 total
Q-Jagged Peak Energy Investment Partners, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2020-01-10−146,337,026→ 0 total
Footnotes (4)
- [F1]QEM V, LLC ("QEM V") is the managing member of Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"). Therefore, QEM V may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. Any decision taken by QEM V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
- [F2]In connection with the closing of the Issuer's initial public offering, Q-Jagged Peak entered into the Stockholders' Agreement (the "Stockholders' Agreement") pursuant to which each of the parties thereto agreed, among other things, to vote all of their shares of Issuer common stock in accordance with the direction of Q-Jagged Peak. The number of shares reflected in the table above as beneficially owned by Q-Jagged Peak does not include securities held by other parties to the Stockholders' Agreement, and this report shall not be construed as an admission that Q-Jagged Peak, QEM V or Mr. VanLoh is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of Q-Jagged Peak, QEM V and Mr. VanLoh disclaims beneficial ownership of such securities held by the members party to the Stockholders' Agreement, except to the extent of its or his pecuniary interest therein.
- [F3]This Form 4 reports securities disposed of upon the effectiveness of the merger contemplated by that certain Agreement and Plan of Merger, dated as of October 14, 2019, by and among Jagged Peak Energy Inc. ("Jagged Peak"), Parsley Energy, Inc. ("Parsley") and Jackal Merger Sub, Inc. ("Merger Sub") (the "Merger Agreement") on January 10, 2020 (the "Effective Time"). At the Effective Time, Merger Sub merged with and into Jagged Peak, with Jagged Peak surviving the merger as a wholly owned subsidiary of Parsley (the "Merger"), and each outstanding share of common stock, par value $0.01 per share, of Jagged Peak ("Jagged Peak common stock"), was converted automatically into the right to receive 0.447 shares of Class A common stock, par value $0.01 per share, of Parsley (the "Parsley Class A common stock"), with cash paid in lieu of the issuance of any fractional shares of Parsley Class A common stock.
- [F4]The Jagged Peak common stock disposed of by the Reporting Persons as a result of the Merger is reported above. On the trading day immediately prior to the Effective Time, the closing price of Parsley Class A common stock was $18.44 per share. As a result of the merger, each of Reporting Persons no longer beneficially own any shares of the Jagged Peak common stock.
Documents
Issuer
Jagged Peak Energy Inc.
CIK 0001685715
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001694885
Filing Metadata
- Form type
- 4
- Filed
- Jan 13, 7:00 PM ET
- Accepted
- Jan 14, 4:30 PM ET
- Size
- 9.8 KB