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Filing Details

Accession Number:: 0001209191-14-038460
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-06-02 18:52:37
Reporting Period:: 2014-05-29

Filing Date:: 2014-06-02
Accepted Time:: 2014-06-02 18:52:37
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
1606915	Matthew Gallagher	500 W. Texas Ave., Tower I, Suite 200 Midland TX 79701	See Remarks	No	Yes	No	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	307,522	$0.00	307,522	No	4	A	Direct
Class A Common Stock	Acquisiton	2014-05-29	219,441	$0.00	526,963	No	4	A	Indirect	By KMG Energy, LLC
Class A Common Stock	Acquisiton	2014-05-29	82,842	$0.00	609,805	No	4	A	Direct
Class A Common Stock	Disposition	2014-05-29	60,606	$17.48	549,199	No	4	S	Direct
Class A Common Stock	Acquisiton	2014-05-29	24,878	$0.00	574,077	No	4	A	Direct
Class B Common Stock	Acquisiton	2014-05-29	1,230,088	$0.00	1,230,088	No	4	A	Direct

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

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	1,230,088	$0.00	1,230,088	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,230,088			No	4	A	Direct

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. Gallagher contributed 307,522 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. Gallagher one share of Class B common stock for each Parsley Energy, LLC Membership Unit held by Mr. Gallagher.
In connection with the Recapitalization, KMG Energy, LLC contributed 219,441 Parsley Energy, LLC Membership Units to the Issuer in exchange for an equal number of shares of Class A common stock. Mr. Gallagher has voting and dispositive power over these shares but disclaims beneficial ownership over these shares in excess of his pecuniary interest in these shares. KMG Energy, LLC is an entity owned by Mr. Gallagher and his wife.
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. Gallagher received 82,842 shares of Class A common stock in the Merger.
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.
Matt Gallagher sold 60,606 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.
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.