SEC FORM 4

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^*

Desai Hemang

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2020

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	09/18/2020		L		14.75⁽¹⁾	A	$10.17	3,014.75	I	By: The Desai Family Living Trust⁽²⁾
Class A common stock	01/12/2021		D		60,642	D	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	0	D
Class A common stock	01/12/2021		D		3,014.75	D	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	0	I	By: The Desai Family Living Trust⁽²⁾

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)

Explanation of Responses:

1. The Desai Family Living Trust acquired these shares of Parsley Class A common stock in an exempt transaction under Rule 16a-6 of the Securities Exchange Act of 1934, as amended.

2. Mr. Desai and his wife are trustees and Mr. Desai's children are beneficiaries of the Desai Family Living Trust.

3. 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 ("Opco Merger Sub") 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");

4. (cont'd from Footnote 3) 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").

5. (cont'd from Footnote 4) Pursuant to the merger agreement, (i) each eligible share of Parsley Class A common stock issued and outstanding immediately prior to the effective time of the first merger (the "effective time") was converted into the right to receive 0.1252 shares of Pioneer common stock and (ii) each outstanding Parsley time-based restricted stock unit award held by a non-employee director became vested and converted into the right to receive a number of shares of Pioneer common stock, rounded up or down to the nearest whole share, equal to the product of (a) the number of shares of Parsley Class A common stock subject to such award as of immediately prior to the effective time and (b) 0.1252.

6. On January 11, 2021 (the day prior to the mergers), the closing price of one share of Pioneer Class A common stock was $131.42.

Remarks:

	/s/ Hemang Desai, 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4: Hemang Desai disposed to the issuer $0 worth of Class A common stock (63,657 units at $0.00), decreasing ownership by 100% to 0 units