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^*

Sheffield Bryan

(Last)

(First)

(Middle)

303 COLORADO STREET

(Street)

AUSTIN

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	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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)
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)
Class A common stock	01/12/2021		D		8,460,080	D	⁽¹⁾⁽²⁾	0	D
Class A common stock	01/12/2021		D		352,521	D	⁽¹⁾⁽²⁾	0	I	By Spouse
Class A common stock	01/12/2021		D		948,043	D	⁽¹⁾⁽²⁾	0	I	By Bryan S. Sheffield Spousal Lifetime Access Trust⁽³⁾
Class A common stock	01/12/2021		D		297,761	D	⁽¹⁾⁽²⁾	0	I	By Sharoll M. Sheffield 2012 Irrevocable Trust⁽⁴⁾
Class B common stock⁽⁵⁾	01/12/2021		D		19,515,517	D	⁽¹⁾⁽²⁾	0	D
Class B common stock⁽⁵⁾	01/12/2021		D		371,249	D	⁽¹⁾⁽²⁾	0	I	By Spouse
Class B common stock⁽⁵⁾	01/12/2021		D		998,406	D	⁽¹⁾⁽²⁾	0	I	By Bryan S. Sheffield Spousal Lifetime Access Trust⁽³⁾
Class B common stock⁽⁵⁾	01/12/2021		D		313,579	D	⁽¹⁾⁽²⁾	0	I	By Sharoll M. Sheffield 2012 Irrevocable Trust⁽⁴⁾

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)
Parsley Energy, LLC Membership Unit	$0.00	01/12/2021		D			19,515,517	⁽⁶⁾	⁽⁶⁾	Class A common stock	19,515,517	⁽¹⁾⁽²⁾	0	D
Parsley Energy, LLC Membership Unit	$0.00	01/12/2021		D			371,249	⁽⁶⁾	⁽⁶⁾	Class A common stock	371,249	⁽¹⁾⁽²⁾	0	I	By Spouse
Parsley Energy, LLC Membership Unit	$0.00	01/12/2021		D			998,406	⁽⁶⁾	⁽⁶⁾	Class A common stock	998,406	⁽¹⁾⁽²⁾	0	I	By Bryan S. Sheffield Spousal Lifetime Access Trust⁽³⁾
Parsley Energy, LLC Membership Unit	$0.00	01/12/2021		D			313,579	⁽⁶⁾	⁽⁶⁾	Class A common stock	313,579	⁽¹⁾⁽²⁾	0	I	By Sharoll M. Sheffield 2012 Irrevocable Trust⁽⁴⁾

Explanation of Responses:

1. On January 12, 2021, pursuant to the Agreement and Plan of Merger dated as of October 20, 2020 (as amended, the "merger agreement"), (i) a direct wholly owned subsidiary of Pioneer Natural Resources Company ("Pioneer") merged with and into Parsley Energy, Inc. ("Parsley"), with Parsley surviving the merger as a direct wholly owned subsidiary of Pioneer (the "first merger" and the surviving entity, the "surviving corporation"); (ii) simultaneously with the first merger, another direct wholly owned subsidiary of Pioneer merged with and into Parsley Energy, LLC, a majority-owned subsidiary of Parsley ("Parsley LLC"), with Parsley LLC surviving the merger as a direct and indirect wholly owned subsidiary of Pioneer (the "Opco merger");

2. (cont'd from Footnote 1) and (iii) immediately following the first merger and the Opco merger, the surviving corporation merged with and into a third direct wholly owned subsidiary of Pioneer ("Merger Sub LLC"), with Merger Sub LLC surviving the merger as a direct wholly owned subsidiary of Pioneer (together with the first merger and the Opco merger, the "mergers"). Pursuant to the merger agreement, (i) each eligible share of Class A common stock issued and outstanding immediately prior to the effective time of the first merger was converted into the right to receive 0.1252 shares of Pioneer common stock; (ii) each unit representing membership interests in Parsley LLC was converted into the right to receive 0.1252 shares of Pioneer common stock; and (iii) each corresponding share of Class B common stock was automatically cancelled for no additional consideration. On January 11, 2021 (the day prior to the mergers), the closing price of one share of Pioneer common stock was $131.42.

3. Mr. Sheffield serves as the investment trustee of the Bryan S. Sheffield Spousal Lifetime Access Trust, and Mr. Sheffield and his children are beneficiaries of the Bryan S. Sheffield Spousal Lifetime Access Trust.

4. Mr. Sheffield's spouse serves as the investment trustee of the Sharoll M. Sheffield 2012 Irrevocable Trust, and Mr. Sheffield's spouse and children are beneficiaries of the Sharoll M. Sheffield 2012 Irrevocable Trust.

5. 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.

6. Prior to the consummation of the mergers and subject to the terms of the Fourth Amended and Restated Limited Liability Company Agreement of Parsley LLC, dated July 22, 2019, by and among Parsley LLC and the members thereof, the membership units of Parsley LLC (together with a corresponding number of shares of Class B common stock) were exchangeable from time to time for Class A common stock at an exchange ratio of one share of Class A common stock for each membership unit of Parsley LLC (and the corresponding share of Class B common stock).

Remarks:

Executive Chairman

	/s/ Bryan Sheffield, by Colin Roberts, as Attorney-in-Fact	01/12/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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