SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HANNES WILLIAM F

(Last) (First) (Middle)
5205 N. O'CONNOR BLVD., SUITE 900

(Street)
IRVING TX 75039

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PIONEER NATURAL RESOURCES CO [ PXD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VICE PRESIDENT -- ENG. & DEV.
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Common Stock 12/03/2022 M 750 A $17.25 14,517 D
Common Stock 12/03/2022 S 4,500 D $28.6 10,017 D
Common Stock 12/03/2022 M 1,334 A $14 11,351 D
Common Stock 12/03/2022 M 3,000 A $12.5 14,351 D
Common Stock 12/03/2022 S 584 D $28.67 13,767 D
Common Stock 38 I 401(k)
Common Stock 1,500 I IRA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $12.5 12/03/2022 M 3,000 08/16/2002(1) 08/16/2008 Common Stock 3,000 $12.5 0 D
Non-Qualified Stock Option (right to buy) $14 12/03/2022 M 1,334 11/23/1999(2) 11/23/2006 Common Stock 1,334 $14 2,666 D
Non-Qualified Stock Option (right to buy) $17.25 12/03/2022 M 750 09/30/1998 08/19/2006 Common Stock 750 $17.25 1,500 D
Explanation of Responses:
1. The options vest and become exercisable one-half each on 8/16/2002 and 8/16/2003.
2. The options vest and become exercisable in three equal annual installments beginning on the date shown.
William F. Hannes 12/04/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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EXHIBIT 24
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5
     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Mark L. Withrow, Timothy L. Dove, Larry N. Paulsen and Sharron
Y. DeLancey, signing singly, the undersigned's true and lawful attorney-in-fact
to:
(1)	execute for and on behalf of the undersigned Forms 3, 4 and 5 (including
amendments thereto) in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;
(2)	do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Form 3, 4 or 5
(including amendments thereto) and timely file that Form with the Securities and
Exchange Commission and any stock exchange, self-regulatory association or any
other authority; and
(3)	take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of each such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that the attorney-in-fact, or the attorney-
in-fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact, and their
substitutes, in serving in such capacity at the request of the undersigned, are
not assuming (nor is Pioneer Natural Resources Company assuming) any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
     The undersigned agrees that each such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the attorney-
in-fact.  The undersigned also agrees to indemnify and hold harmless Pioneer
Natural Resources Company and each such attorney-in-fact against any losses,
claims, damages or liabilities (or actions in these respects) that arise out of
or are based upon any untrue statements or omissions of necessary facts in the
information provided by the undersigned to such attorney-in fact for purposes of
executing, acknowledging, delivering or filing Form 3, 4 or 5 (including
amendments thereto) and agrees to reimburse Pioneer Natural Resources Company's
and the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by Pioneer
Natural Resources Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys in fact.
     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
/s/ William F. Hannes
September 26, 2021

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