Item 1.
|
Security and Issuer
|
This Schedule 13D (this Schedule 13D) is being filed by the undersigned, pursuant to
§240.13d-1(a), with respect to the common stock, par value $0.01 per share (Jagged Peak Common Stock), of Jagged Peak Energy Inc., a Delaware corporation (the Issuer
or Jagged Peak). The principal executive offices of Jagged Peak are located at 1401 Lawrence Street, Suite 1800, Denver, Colorado 80202.
Item 2.
|
Identity and Background
|
(a) This Schedule 13D is filed on behalf of Parsley Energy, Inc., a Delaware corporation (the Reporting
Person or Parsley).
(b) The principal business address of Parsley is 303 Colorado
Street, Suite 3000, Austin, Texas 78701.
(c) The principal business of Parsley is the acquisition, development,
exploration and production of unconventional oil and natural gas properties in the Permian Basin in West Texas.
The name, present
principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer, as applicable, of the Reporting
Person is provided in Annex A to this Schedule 13D, which is incorporated by reference herein.
(d)-(e) During the last five years,
neither the Reporting Person nor, to the Reporting Persons knowledge, any of the persons listed in Annex A hereto has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, such person was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) As set forth in Annex A hereto, each of the directors and executive officers of the Reporting Person is a
United States citizen.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
On October 14, 2019, Parsley entered into an Agreement and Plan of Merger (the Merger Agreement) with Jagged Peak and
Jackal Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parsley (Merger Sub), pursuant to which Parsley will acquire Jagged Peak in exchange for shares of Class A common stock, par value $0.01
per share, of Parsley (the Parsley Class A Common Stock).
On October 14, 2019, concurrently
with the execution and delivery of the Merger Agreement, Parsley entered into a Voting and Support Agreement (the Voting and Support Agreement) with Q-Jagged Peak Energy Investment Partners,
LLC (Quantum).
3