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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OMB Number: 3235-0287
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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 *

Roberts Colin		 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  60672 (1)(2)A$0.00 356623 D  
Class A common stock 1/12/2021  F  19285 (3)D$16.41 337338 D  
Class A common stock 1/12/2021  F  7766 (4)D$16.41 329572 D  
Class A common stock 1/12/2021  A  75756 (5)A$0.00 405328 D  
Class A common stock 1/12/2021  F  29810 (6)D$16.41 375518 D  
Class A common stock 1/12/2021  F  14905 (7)D$16.41 360613 D  
Class A common stock 1/12/2021  D  360613 D (8)(9)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 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 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) 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 time-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.
(5) 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.
(6) 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.
(7) 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 time-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.
(8) 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;
(9) (cont'd from Footnote 8) 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:
Executive Vice President - General Counsel
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Roberts Colin
303 COLORADO STREET
AUSTIN, TX 78701

See Remarks
Signatures
/s/ Colin Roberts1/12/2021
**Signature of Reporting PersonDate
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