X0306 4 2014-05-29 0 0001594466 Parsley Energy, Inc. PE 0001606929 Hinson Mike 500 W. TEXAS AVE., TOWER I, SUITE 200 MIDLAND TX 79701 0 1 0 0 Vice President-Land Class A Common Stock 2014-05-29 4 A 0 1602592 0.00 A 1602592 D Class A Common Stock 2014-05-29 4 A 0 82842 0.00 A 1685434 D Class A Common Stock 2014-05-29 4 S 0 303030 17.4825 D 1382404 D Class A common stock 2014-05-29 4 A 0 21976 0.00 A 1404380 D Class B common stock 2014-05-29 4 A 0 1537610 0.00 A 1537610 D Parsley Energy, LLC Membership Unit 0.00 2014-05-29 4 A 0 1537610 0.00 A Class A Common Stock 1537610 1537610 D Upon closing of the Issuer's initial public offering, (i) the Limited Liability Company Agreement of Parsley Energy, LLC ("Parsley LLC"), of which the Issuer is the managing member, was amended and restated to, among other things, convert all of the membership interests (including outstanding incentive units) in Parsley LLC held by its existing owners, into a single class of units in Parsley LLC referred to as Parsley Energy, LLC Membership Units (the "Recapitalization"), (ii) Mr. Hinson contributed 1,602,592 of his Parsley Energy, LLC Membership Units to the Issuer in exchange for an equal number of shares of Class A common stock and (iii) Parsley LLC distributed to Mr. Hinson one share of Class B common stock for each Parsley Energy, LLC Membership Unit held by Mr. Hinson. In connection with the Issuer's initial public offering, pursuant to the Agreement and Plan of Merger, dated May 29, 2014, between the Issuer and Parsley Energy Employee Holdings, LLC ("PEEH"), PEEH merged with and into the Issuer (the "Merger") and the members of PEEH received shares of Class A common stock in exchange for the membership interests in PEEH. Mr. Hinson received 82,842 shares of Class A common stock in the Merger. Mike Hinson sold 303,030 shares as a selling shareholder in the initial public offering, pursuant to a registration statement on Form S-1, as amended, initially filed by the Issuer on April 11, 2014. This amount represents the $18.50 offering price per share of the Issuer's common stock less the underwriting discounts and commission of $1.0175 per share. Restricted Stock Award pursuant to the Parsley Energy, Inc. 2014 Long Term Incentive Plan. The award vests in full on the fourth anniversary of the grant date. Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Subject to the terms of the First Amended and Restated Limited Liability Company Agreement of Parley Energy, LLC among Parsley Energy, LLC and the members thereof, the Parsley Energy, LLC Membership Units (together with a corresponding number of shares of Class B common stock) are exchangeable from time to time for shares of Class A common stock of Parsley Energy, Inc. /s/ Mike Hinson, by Colin Roberts, as Attorney-in-Fact 2014-06-02