0001104659-20-004071.txt : 20200114 0001104659-20-004071.hdr.sgml : 20200114 20200114201458 ACCESSION NUMBER: 0001104659-20-004071 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200110 FILED AS OF DATE: 20200114 DATE AS OF CHANGE: 20200114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Walters Craig R. CENTRAL INDEX KEY: 0001732903 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37995 FILM NUMBER: 20527163 MAIL ADDRESS: STREET 1: 1401 LAWRENCE STREET CITY: DENVER STATE: CO ZIP: 80202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Jagged Peak Energy Inc. CENTRAL INDEX KEY: 0001685715 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 813943703 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 303 COLORADO STREET STREET 2: SUITE 3000 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: (737) 704-2300 MAIL ADDRESS: STREET 1: 303 COLORADO STREET STREET 2: SUITE 3000 CITY: AUSTIN STATE: TX ZIP: 78701 4 1 a4.xml 4 X0306 4 2020-01-10 1 0001685715 Jagged Peak Energy Inc. JAG 0001732903 Walters Craig R. 1401 LAWRENCE STREET, SUITE 1800 DENVER CO 80202 0 1 0 0 EVP, Chief Operating Officer Common Stock 2020-01-10 4 M 0 222093 A 355020 D Common Stock 2020-01-10 4 A 0 77459 A 432479 D Common Stock 2020-01-10 4 F 0 149433 D 283046 D Common Stock 2020-01-10 4 D 0 283046 D 0 D Performance Stock Units 2020-01-10 4 M 0 222093 D Common Stock 222023 0 D 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 performance stock unit ("PSU") that was outstanding as of immediately prior to the effective time of the Merger was converted into a vested right to receive a number of shares of Parsley Class A common stock equal to the product of (a) the number of shares of JAG common stock subject to such award of PSUs that were earned based on actual achievement of the performance criteria set forth in the applicable award agreement, measured based on a truncated performance period that ended immediately prior to the effective time of the Merger, and (b) 0.447, rounded down to the nearest whole share of Parsley Class A common stock. 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. Represents shares of JAG common stock received in connection with the vesting of Series B Units of JPE Management Holdings LLC ("Series B") as a result of the Merger. Represents shares of JAG common stock withheld by JAG to satisfy tax obligations of the reporting person upon the vesting or settlement of certain PSU, RSU, or Series B grants in connection with the Merger. 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. In addition, pursuant to the Merger Agreement, each restricted stock unit ("RSU") that was outstanding as of immediately prior to the effective time of the Merger was converted into an award with the right to receive a number of shares of Parsley Class A common stock that is equal to the product of (a) the number of shares of JAG common stock subject to such award of RSUs, and (b) 0.447, rounded down to the nearest whole share of Parsley Class A common stock. /s/ Christopher I. Humber, Attorney-in-Fact 2020-01-14