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