4//SEC Filing
VANLOH S WIL JR 4
Accession 0001104659-20-004069
CIK 0001685715other
Filed
Jan 13, 7:00 PM ET
Accepted
Jan 14, 8:13 PM ET
Size
7.6 KB
Accession
0001104659-20-004069
Insider Transaction Report
Form 4
VANLOH S WIL JR
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2020-01-10−146,337,026→ 0 total(indirect: See footnotes)
Footnotes (5)
- [F1]On January 10, 2020, pursuant to the Agreement and Plan of Merger dated as of October 14, 2019 (the "Merger Agreement"), by and among Parsley Energy, Inc. ("Parsley"), Jackal Merger Sub, Inc. ("Merger Sub") and Jagged Peak Energy Inc. ("JAG"), Merger Sub merged with and into JAG (the "Merger"), with JAG surviving the Merger as a wholly-owned subsidiary of Parsley. Pursuant to the Merger Agreement, each share of JAG common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.447 shares of Parsley Class A common stock.
- [F2]On January 9, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Parsley Class A common stock was $18.44.
- [F3]QEM V, LLC ("QEM V LLC") is the managing member of Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"), which owns JAG common stock. QEM V LLC 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 LLC disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. Any decision taken by QEM V LLC 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 Mr. VanLoh. 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.
- [F4]Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
- [F5]In connection with the closing of JAG'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 common stock in accordance with the direction of Q-Jagged Peak. As a result, Q-Jagged Peak may be deemed to be a director by deputization by virtue of its right to designate members of JAG's board of directors pursuant to the Stockholders' Agreement. This statement shall not be construed as an admission that Mr. VanLoh or Q-Jagged Peak 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 Mr. VanLoh and Q-Jagged Peak each disclaim beneficial ownership of such securities held by the parties to the Stockholders' Agreement, except to the extent of their pecuniary interest therein.
Documents
Issuer
Jagged Peak Energy Inc.
CIK 0001685715
Entity typeother
Related Parties
1- filerCIK 0001098463
Filing Metadata
- Form type
- 4
- Filed
- Jan 13, 7:00 PM ET
- Accepted
- Jan 14, 8:13 PM ET
- Size
- 7.6 KB