PE Parsley Energy Inc

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Reed Stephanie L	2. Issuer Name and Ticker or Trading Symbol Pioneer PE Holding LLC [ PE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) See Remarks
(Last)          (First)          (Middle) 303 COLORADO STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 1/12/2021
(Street) AUSTIN, TX 78701 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	1/12/2021		A		27578 (1)(2)	A	$0.00	166432	D
Class A common stock	1/12/2021		F		7101 (3)	D	$16.41	159331	D
Class A common stock	1/12/2021		A		42086 (4)	A	$0.00	201417	D
Class A common stock	1/12/2021		F		11557 (5)	D	$16.41	189860	D
Class A common stock	1/12/2021		D		189860	D	(6)(7)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Represents shares of Class A common stock earned pursuant to a performance-based restricted stock unit award granted on February 11, 2019. 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");
(2)	(cont'd from Footnote 1) 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"). Pursuant to the merger agreement, each outstanding Parsley performance-based restricted stock unit award became vested based on the deemed achievement of the maximum level of performance applicable to such performance-based restricted stock unit award as of the date immediately prior to the effective time of the first merger (the "effective time").
(3)	Parsley withheld shares of Class A common stock that would have otherwise been issuable to the reporting person to satisfy Parsley's tax withholding obligations in connection with the vesting and settlement of the performance-based restricted stock units granted on February 11, 2019. The number of shares of Class A common stock withheld was determined based on the closing price of the Class A common stock on January 11, 2021.
(4)	Represents shares of Class A common stock earned pursuant to a performance-based restricted stock unit award granted on February 10, 2020. Pursuant to the merger agreement, each outstanding Parsley performance-based restricted stock unit award became vested based on the deemed achievement of the maximum level of performance applicable to such performance-based restricted stock unit award as of the date immediately prior to the effective time.
(5)	Parsley withheld shares of Class A common stock that would have otherwise been issuable to the reporting person to satisfy Parsley's tax withholding obligations in connection with the vesting and settlement of the performance-based restricted stock units granted on February 10, 2020. The number of shares of Class A common stock withheld was determined based on the closing price of the Class A common stock on January 11, 2021.
(6)	On January 12, 2021, pursuant to the merger agreement, (i) each eligible share of Class A common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 0.1252 shares of Pioneer common stock; (ii) each unit representing membership interests in Parsley LLC was converted into the right to receive 0.1252 shares of Pioneer common stock; (iii) each corresponding share of Class B common stock was automatically cancelled for no additional consideration;
(7)	(cont'd from Footnote 6) and (iv) each vested time-based restricted stock unit award and performance-based restricted stock unit award was automatically cancelled 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 Class A common stock subject to such award as of immediately prior to the effective time and (b) 0.1252. On January 11, 2021 (the day prior to the mergers), the closing price of one share of Pioneer common stock was $131.42.

Remarks: Senior Vice President - Corporate Development, Land, and Midstream

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Reed Stephanie L 303 COLORADO STREET AUSTIN, TX 78701			See Remarks

Signatures
/s/ Stephanie Reed, by Colin Roberts, as Attorney-in-Fact		1/12/2021
**Signature of Reporting Person		Date