SEC FORM 4/A 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*
SHEFFIELD SCOTT D

(Last) (First) (Middle)
5205 NORTH OCONNOR BLVD
SUITE 200

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/18/2009
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 447,196 D
Common Stock 22,135(1) I 401(k)
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
Phantom Stock (2) (3) (3) Common Stock 37,827 37,827 I Retirement Savings Plan
Explanation of Responses:
1. Consists of shares beneficially owned as a result of reporting person's ownership of units in the Pioneer Natural Rsources USA, Inc. 401(k) Plan.
2. Each share of phantom stock represents the right to receive one share of PXD common stock or the cash value thereof.
3. This amendment is being filed for the purpose of amending this footnote 3 in its entirety to read as follows: 7,327 of the shares of phantom stock held following the reported transactions are payable in cash following the termination of the reporting person's employment with PXD, and the reporting person may transfer such shares of his phantom stock account into an alternative investment account at any time. The retirement plan investment reported herein and giving rise to the beneficial ownership of the remaining 30,500 shares of phantom stock is irrevocable and can not be reallocated or diversified; the portion of the plan assets that reflect this investment can only be distributed in shares of PXD common stock (at the time or times that the reporting person has elected under the plan).
Mark H. Kleinman, Attorney-in-Fact for Scott D. Sheffield 07/30/2009
** 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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