SCHEDULE 13D/A
EXPLANATORY NOTE
This
Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on October 23, 2019 (the “Original Schedule 13D”)
and 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 (“Jagged Peak”). The principal executive offices of Jagged Peak are located at 303 Colorado Street, Suite 3000, Austin, Texas 78701. Capitalized terms used but not defined in this Amendment shall have the
meanings ascribed to them in the Original Schedule 13D.
This Amendment constitutes an exit filing of Parsley Energy, Inc.
(“Parsley” or the “Reporting Person”) in respect of Jagged Peak Common Stock previously reported as beneficially owned by the Reporting Person.
Item 2. Identity and Background
Item 2 is hereby amended and supplemented by adding the following information:
Annex A to the Original Schedule 13D is hereby amended and restated in its entirety in the form attached hereto, which is incorporated
by reference herein. During the last five years, neither the Reporting Person, nor, to the Reporting Person’s knowledge, any of the persons listed on Annex A to this Amendment, 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 activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of the Transaction
Item 4 is hereby amended and supplemented by adding the following to the end thereof:
On January 10, 2020, the transactions contemplated by the Merger Agreement were consummated, including the Integrated Mergers. Pursuant to
the Integrated Mergers, (i) Merger Sub merged with and into Jagged Peak, with Jagged Peak continuing as a wholly-owned subsidiary of Parsley, and (ii) immediately subsequent thereto, Jagged Peak merged with and into Jackal Merger Sub A,
LLC, with Jackal Merger Sub A, LLC continuing as a wholly owned subsidiary of Parsley and Jagged Peak ceasing its existence as a separate entity. Pursuant to the terms of the Merger Agreement, each issued and outstanding share of Jagged Peak Common
Stock was converted into the right to receive 0.447 shares of Parsley Class A Common Stock. Upon the Effective Time, the Voting and Support Agreement and the associated proxy granted thereunder were terminated in accordance with the terms of
the Voting and Support Agreement.
As a result of the foregoing and as of the Effective Time, (i) Parsley no longer beneficially owns
any shares of Jagged Peak Common Stock, (ii) Jagged Peak Common Stock ceased to be traded on the New York Stock Exchange, (iii) the registration of Jagged Peak Common Stock will be terminated pursuant to Sections 12(b) and 12(g) of the
Exchange Act, and (iv) Jagged Peak will no be longer required to file periodic reports with the SEC.
Item 5. Interest in Securities of the
Issuer
Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) To the extent the terms of the Voting and Support Agreement may have resulted in the Reporting Person being deemed for purposes of Rule
13d-3 under the Exchange Act to beneficially own shares of Jagged Peak Common Stock, the Reporting Person will, as a result of the consummation of the Integrated Mergers and the termination of the Voting and
Support Agreement, no longer be deemed for purposes of Rule 13d-3 under the Exchange Act to beneficially own such shares of Jagged Peak Common Stock.