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Filing Details

Accession Number:: 0001209191-14-038456
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-06-02 18:48:33
Reporting Period:: 2014-05-29

Filing Date:: 2014-06-02
Accepted Time:: 2014-06-02 18:48:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1594466	Parsley Energy Inc.	PE	Crude Petroleum & Natural Gas (1311)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1606914	Bryan Sheffield	500 W. Texas Ave., Tower I, Suite 200 Midland TX 79701	See Remarks	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2014-05-29	15,144,382	$0.00	15,144,382	No	4	A	Direct
Class A Common Stock	Acquisiton	2014-05-29	1,802,178	$0.00	16,946,560	No	4	A	Indirect	By Sheffield Energy Management, LLC
Class A Common Stock	Acquisiton	2014-05-29	81,227	$0.00	17,027,787	No	4	A	Indirect	By Marbella Interests, LLC
Class A Common Stock	Disposition	2014-05-29	1,818,182	$17.48	15,209,605	No	4	S	Direct
Class A Common Stock	Disposition	2014-05-29	90,909	$17.48	15,118,696	No	4	S	Indirect	By Sheffield Energy Management, LLC
Class B Common Stock	Acquisiton	2014-05-29	22,716,573	$0.00	22,716,573	No	4	A	Direct
Class B Common Stock	Acquisiton	2014-05-29	1,802,178	$0.00	24,518,751	No	4	A	Indirect	By Sheffield Energy Management, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Direct
No	4	A	Indirect	By Sheffield Energy Management, LLC
No	4	A	Indirect	By Marbella Interests, LLC
No	4	S	Direct
No	4	S	Indirect	By Sheffield Energy Management, LLC
No	4	A	Direct
No	4	A	Indirect	By Sheffield Energy Management, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Parsley Energy, LLC Membership Unit	Acquisiton	2014-05-29	22,716,573	$0.00	22,716,573	$0.00
Class A Common Stock	Parsley Energy, LLC Membership Unit	Acquisiton	2014-05-29	1,802,178	$0.00	1,802,178	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
22,716,573			No	4	A	Direct
24,518,751			No	4	A	Indirect

Footnotes

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. Sheffield contributed 15,144,382 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. Sheffield one share of Class B common stock for each Parsley Energy, LLC Membership Unit held by Mr. Sheffield.
In connection with the Recapitalization, Sheffield Energy Management, LLC ("SEM") contributed 1,802,178 Parsley Energy, LLC Membership Units to the Issuer in exchange for an equal number of shares of Class A common stock. Mr. Sheffield has voting and dispositive power over these shares. Parsley LLC distributed to SEM one share of Class B common stock for each Parsley Energy, LLC Membership Unit. SEM retained 1,802,178 Parsley Energy, LLC Membership Units held by SEM.
In connection with the Recapitalization, Marbella Interests, LLC contributed 81,227 Parsley Energy, LLC Membership Units to the Issuer in exchange for an equal number of shares of Class A common stock. Mr. Sheffield has sole voting and dispositive power over these shares. Marbella Interests, LLC is an entity owned by Mr. Sheffield and certain members of his family.
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.
Bryan Sheffield sold 1,818,182 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.
SEM sold 90,909 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.
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.