FORM 4 [ ] 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 *

Dalton Ryan
2. Issuer Name and Ticker or Trading Symbol

Parsley Energy, Inc. [ 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)

12/17/2020
(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 12/17/2020  A  67580 (1)A$0 485609 D  
Class A common stock 12/17/2020  F  26593 (2)D$14.49 459016 D  
Class A common stock 12/17/2020  F  13297 (3)D$14.49 445719 D  
Class B common stock (4)        1076327 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents shares of Class A common stock earned pursuant to a performance-based restricted stock award granted on February 12, 2018, as certified by the Compensation Committee on December 17, 2020.
(2) The Issuer withheld shares of Class A common stock that would have otherwise been issuable to the reporting person to satisfy the Issuer's tax withholding obligations in connection with the vesting and settlement of the performance-based restricted stock granted on February 12, 2018. The number of shares of Class A common stock withheld was determined based on the closing price of the Class A common stock on December 16, 2020.
(3) The Issuer withheld shares of Class A common stock that would have otherwise been issuable to the reporting person to satisfy the Issuer's tax withholding obligations in connection with the vesting and settlement of the time-based restricted stock granted on February 12, 2018. The number of shares of Class A common stock withheld was determined based on the closing price of the Class A common stock on December 16, 2020.
(4) Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally.

Remarks:
Executive Vice President - Chief Financial Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Dalton Ryan
303 COLORADO STREET
AUSTIN, TX 78701


See Remarks

Signatures
/s/ Ryan Dalton, by Colin Roberts, as Attorney-in-Fact12/18/2020
**Signature of Reporting PersonDate

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