PARSLEY ENERGY, INC. (NYSE:PE) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Second Amended and Restated Limited Liability Company
Agreement of Parsley Energy, LLC

On April20, 2017, in connection with the closing of the Double
Eagle Acquisition, the Company and Parsley LLC entered into the
Second Amended and Restated Limited Liability Company Agreement
of Parsley LLC (the Second AR Parsley LLC Agreement). The Second
AR Parsley LLC Agreement amended and restated the First Amended
and Restated LLC Agreement of Parsley LLC, dated as of May29,
2014, to provide for the admission of the entities and
individuals designated by DE Operating to receive the PE Units
and shares of the Companys ClassB common stock issued as
consideration in connection with the closing of the Double Eagle
Acquisition (DE Operatings Designees) as members of Parsley LLC,
among other things.

The foregoing description of the Second AR Parsley LLC Agreement
is qualified in its entirety by reference to the Second AR
Parsley LLC Agreement, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.

Registration Rights Agreement

In connection with the closing of the Double Eagle Acquisition,
on April20, 2017, the Company entered into a registration rights
and lock-up agreement (the Double Eagle RRA) with DE Operatings
Designees, to which, among other things and subject to certain
restrictions, the Company is required to file with the Securities
and Exchange Commission an automatically effective registration
statement on Form S-3 registering for resale the shares of the
Companys ClassA common stock issuable upon exchange of the PE
Units (and a corresponding number of shares of the Companys
ClassB common stock) issued as consideration in connection with
the closing of the Double Eagle Acquisition and to conduct
certain underwritten offerings thereof. The holders of
registrable securities under the Double Eagle RRA are subject to
a 90-day lock-up period during which they may not directly or
indirectly transfer any PE Units, shares of the Companys ClassB
common stock, or shares of the Companys ClassA common stock, or
any rights or economic interests pertaining thereto.

The foregoing description of the Double Eagle RRA is qualified in
its entirety by reference to the Double Eagle RRA, a copy of
which is attached hereto as Exhibit 4.1 and is incorporated
herein by reference.

2

Second Amended and Restated Registration Rights
Agreement

In connection with the closing of the Double Eagle Acquisition,
on April20, 2017, the Company entered into the Second Amended and
Restated Registration Rights Agreement (the Second AR IPO RRA),
by and among the Company, Parsley LLC and the other parties
thereto. The Second AR IPO RRA amended and restated the Amended
and Restated Registration Rights Agreement, dated as of May29,
2014, by and among the Company, Parsley LLC and the other parties
thereto, to, among other things, address the relative rights of
the holders of registrable securities under the Double Eagle RRA
and the holders of registrable securities under the Second AR IPO
RRA and to include such registrable securities in certain
registration statements and underwritten offerings.

The foregoing description of the Second AR IPO RRA is qualified
in its entirety by reference to the Second AR IPO RRA, a copy of
which is attached hereto as Exhibit 4.2 and is incorporated
herein by reference.

Supplemental Indentures

On April20, 2017, the Company entered into the Third Supplemental
Indenture (the 6.250% Third Supplemental Indenture), by and among
Parsley LLC, Parsley Finance Corp. (Finance Corp and, together
with Parsley LLC, the Issuers), the subsidiary guarantors named
therein and U.S. Bank National Association, as trustee, to the
indenture dated as of May27, 2016, relating to the 6.250% senior
notes due 2024 of the Issuers (the 6.250% Notes Indenture).

On April20, 2017, the Company entered into the First Supplemental
Indenture (the 5.375% First Supplemental Indenture), by and among
the Issuers, the subsidiary guarantors named therein and U.S.
Bank National Association, as trustee, to the indenture dated as
of December13, 2016, relating to the 5.375% senior notes due 2025
of the Issuers (the 5.375% Notes Indenture).

On April20, 2017, the Company entered into the First Supplemental
Indenture (the 5.250% First Supplemental Indenture and, together
with the 5.375% First Supplemental Indenture and the 6.250% Third
Supplemental Indenture, the Supplemental Indentures), by and
among the Issuers, the subsidiary guarantors named therein and
U.S. Bank National Association, as trustee, to the indenture
dated as of February13, 2017, relating to the 5.250% senior notes
due 2025 of the Issuers (the 5.250% Notes Indenture and, together
with the 5.375% Notes Indenture and the 6.250% Notes Indenture,
the Indentures).

The Supplemental Indentures provide for, among other things, the
additions of Double Eagle Lone Star LLC, a Delaware limited
liability company, DE Operating LLC, a Delaware limited liability
company, Veritas Energy Partners, LLC, a Delaware limited
liability company, and Novus Land Services LLC, a Delaware
limited liability company and wholly owned subsidiary of Double
Eagle Lone Star LLC, as guarantors under each Indenture.

The foregoing description of the Supplemental Indentures are
qualified in their entirety by reference to the Supplemental
Indentures, copies of which are attached hereto as Exhibits 4.3,
4.4 and 4.5, respectively, and are incorporated herein by
reference.

The disclosure set forth under Introductory Note above is
incorporated into this Item2.01 by reference.

The disclosure set forth under Item1.01 above is incorporated
into this Item3.03 by reference.

On April20, 2017, the Company issued a news release announcing
the closing of the Double Eagle Acquisition. A copy of the news
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

3

The information in this Item7.01 (including the exhibits) shall
not be deemed to be filed for purposes of Section18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that section, and is
not incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act.

The financial statements required by this item will be filed by
amendment to this Current Report on Form 8-K within 71 calendar
days after the date on which this Report is required to be filed.

The pro forma financial information required by this item will be
filed by amendment to this Current Report on Form 8-K within 71
calendar days after the date on which this Report is required to
be filed.

4

to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Dated: April 20, 2017

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EXHIBITINDEX

About PARSLEY ENERGY, INC. (NYSE:PE)

Parsley Energy, Inc. is an independent oil and natural gas company. The Company is focused on the acquisition, development and exploitation of unconventional oil and natural gas reserves in the Permian Basin. The Permian Basin is located in West Texas and Southeastern New Mexico and comprises over three primary sub-areas: the Midland Basin, the Central Basin Platform and the Delaware Basin. The Company’s properties are primarily located in the Midland and Delaware Basins and its activities have been focused on the vertical development of the Spraberry, Wolfberry and Wolftoka Trends of the Midland Basin. The Company’s vertical wells in the Permian Basin are drilled into stacked pay zones that include the Spraberry, Wolfcamp, Upper Pennsylvanian (Cline), Strawn, Atoka and Mississippian formations. The Company splits its assets into over four areas, including the Midland Basin-Core, Midland Basin-Tier I, Midland Basin-Other and Southern Delaware Basin.

PARSLEY ENERGY, INC. (NYSE:PE) Recent Trading Information

PARSLEY ENERGY, INC. (NYSE:PE) closed its last trading session down -0.24 at 29.70 with 4,878,286 shares trading hands.