SEC FORM 4

SEC Form 4

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^*

DEALY RICHARD P

(Last)

(First)

(Middle)

5205 N O'CONNOR BLVD

SUITE 900

(Street)

IRVING

75039

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PIONEER NATURAL RESOURCES CO [ PXD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								310⁽¹⁾	I	401(k)
Common Stock								58,771	D
Common Stock	09/24/2015		G⁽²⁾		23,546	D	$0	141,332	I	by Family Limited Partnership
Common Stock	09/24/2015		G⁽²⁾		23,546	A	$0	141,332	I	by Family Limited Partnership
Common Stock	09/24/2015		S⁽³⁾		117,786	D	$119.85	141,332	I	by Family Limited Partnership
Common Stock	09/24/2015		P⁽³⁾		117,786	A	$119.85	141,332	I	by Family Limited Partnership

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Consists of shares beneficially owned as a result of reporting person's ownership of units in the Pioneer Natural Resources USA, Inc. 401(k)

2. All of the shares of common stock of the issuer underlying this transaction are owned by a family limited partnership the general partner of which is controlled by the reporting person. This transaction is reporting gifts by the reporting person and his spouse of limited partnership interests in the partnership to trusts the beneficiaries of which are children of the reporting person. The shares of common stock of the issuer underlying this transaction continued to be owned by the family limited partnership.

3. All of the shares of common stock of the issuer underlying this transaction are owned by a family limited partnership the general partner of which is controlled by the reporting person. This transaction is reporting sales by the reporting person and his spouse of, in the aggregate, an 83.34% interest in the partnership to a trust the beneficiaries of which are the reporting person and members of his family for promissory notes in the aggregate principal amount equal to the fair market value of the transferred partnership interests. The shares of common stock of the issuer underlying this transaction continued to be owned by the family limited partnership. For purposes of this filing, the reporting person is reporting in column 4 as the price of the securities the opening price of common stock of the issuer on the date of the transaction.

	Thomas J. Murphy, Attorney-in-Fact for Richard P. Dealy	09/28/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.