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Form 4 Pioneer PE Holding LLC For: Jan 12 Filed by: VANLOH S WIL JR

January 12, 2021 5:32 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
VANLOH S WIL JR
(Last) (First) (Middle)
303 COLORADO STREET
(Street)
AUSTIN TX 78701
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Pioneer PE Holding LLC [ PE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/12/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 01/12/2021 D 20,374 (1) D (4) (5) (6) (7) 0 D (2)
Class A common stock 01/12/2021 D 65,416,239 (8) D (4) (5) (6) (7) 0 I (3) See footnote (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Restricted Stock Unit Award granted to Mr. VanLoh, in his capacity as a director of the Issuer, pursuant to the Issuer's 2014 Long Term Incentive Plan vested at the Effective Time. Excludes 3,589 shares previously directly held by Mr. VanLoh which were transferred to Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak") on May 21, 2020.
2. Mr. VanLoh held these securities for the benefit of Q-Jagged Peak. Mr. VanLoh disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. These shares are held directly by Q-Jagged Peak. QEM V, LLC ("QEM V") is the managing member of Q-Jagged Peak. 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 therein. 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 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. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest therein.
4. This Form 4 reports securities disposed of upon effectiveness of the merger contemplated by the Agreement and Plan of Merger dated as of October 20, 2020 (the "Merger Agreement") entered into by Parsley Energy, Inc. (the "Issuer") with Pioneer Natural Resources Company (the "Parent"), Pearl First Merger Sub Inc., a wholly-owned subsidiary of Parent ("Merger Sub Inc."), Pearl Second Merger Sub LLC, a wholly-owned subsidiary of Parent ("Merger Sub LLC"), Pearl Opco Merger Sub LLC, a wholly-owned subsidiary of the Parent ("Opco Merger Sub LLC"), and Parsley Energy, LLC ("Opco LLC"), providing for the merger of the Parent with and into the Issuer, with the Issuer surviving the merger as a direct wholly owned subsidiary of the Parent (the "First Merger" and the surviving entity, the "Surviving Corporation");
5. [continued from footnote 4] (ii) simultaneously with the First Merger, Opco Merger Sub LLC merged with and into Parsley Energy, LLC, a majority-owned subsidiary of the Issuer ("Parsley LLC"), with Parsley LLC surviving the merger as a direct and indirect wholly owned subsidiary of the Parent (the "Opco Merger"); and (iii) immediately following the First Merger and the Opco Merger, the Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger as a direct wholly owned subsidiary of the Parent (together with the First Merger, the "Mergers").
6. Pursuant to the Merger Agreement, (i) each eligible share of the Issuer's Class A common stock issued and outstanding immediately prior to the effective time of the First Merger (the "Effective Merger") was converted into the right to receive 0.1252 shares of the Parent's common stock; (ii) each outstanding time-based restricted stock unit award of the Issuer held by a non-employee director became vested and converted into the right to receive a number of shares of the Parent's common stock, rounded up or down to the nearest whole share, equal to the product of (a) the number of shares of the Issuer's Class A common stock subject to such award as of immediately prior to the Effective Time and (b) 0.1252.
7. On January 11, 2021 (the day prior to the Mergers), the closing price of one share of the Parent's common stock was $131.42. As a result of the Mergers, Q-Jagged Peak and QEM V, LLC no longer beneficially owns any shares of the Issuer's Class A common stock.
8. Includes 3,589 shares previously directly held by Mr. VanLoh which were transferred to Q-Jagged Peak on May 21, 2020.
/s/ S. Wil VanLoh, Jr. 01/12/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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