Sec Form 4 Filing - Fisher Kenneth M. @ NOBLE ENERGY INC - 2020-10-05

Insider filing report for Changes in Beneficial Ownership

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The following is an SEC EDGAR document rendered as filed.

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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Fisher Kenneth M.
2. Issuer Name and Ticker or Trading Symbol
NOBLE ENERGY INC [ NBL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exec. VP & CFO
(Last)
(First)
(Middle)
1001 NOBLE ENERGY WAY
3. Date of Earliest Transaction (MM/DD/YY)
10/05/2020
(Street)
HOUSTON, TX77070
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Noble Energy, Inc. Common Stock 10/05/2020 D 170,864 D 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option Grant (Right to Buy) $ 45.2 10/05/2020 D 54,158 ( 3 )( 4 )( 5 ) 02/01/2021 Noble Energy Inc. Common Stock 54,158 ( 3 ) ( 4 ) 0 D
Employee Stock Option Grant (Right to Buy) $ 50.91 10/05/2020 D 57,818 ( 3 )( 4 )( 6 ) 02/01/2022 Noble Energy Inc. Common Stock 57,818 ( 3 ) ( 4 ) 0 D
Employee Stock Option Grant (Right to Buy) $ 54.6 10/05/2020 D 51,802 ( 3 )( 4 )( 7 ) 02/01/2023 Noble Energy Inc. Common Stock 51,802 ( 3 ) ( 4 ) 0 D
Employee Stock Option Grant (Right to Buy) $ 62.33 10/05/2020 D 43,121 ( 3 )( 4 )( 8 ) 01/31/2024 Noble Energy Inc. Common Stock 43,121 ( 3 ) ( 4 ) 0 D
Employee Stock Option Grant (Right to Buy) $ 47.74 10/05/2020 D 57,507 ( 3 )( 4 )( 9 ) 01/30/2025 Noble Energy Inc. Common Stock 57,507 ( 3 ) ( 4 ) 0 D
Employee Stock Option Grant (Right to Buy) $ 31.65 10/05/2020 D 75,247 ( 3 )( 4 )( 10 ) 02/01/2026 Noble Energy Inc. Common Stock 75,247 ( 3 ) ( 4 ) 0 D
Employee Stock Option Grant (Right to Buy) $ 39.46 10/05/2020 D 57,817 ( 3 )( 4 )( 11 ) 02/01/2027 Noble Energy Inc. Common Stock 57,817 ( 3 ) ( 4 ) 0 D
Employee Stock Option Grant (Right to Buy) $ 30.89 10/05/2020 D 39,398 ( 3 )( 4 )( 12 ) 02/01/2028 Noble Energy Inc. Common Stock 39,398 ( 3 ) ( 4 ) 0 D
Employee Stock Option Grant (Right to Buy) $ 22.39 10/05/2020 D 46,565 ( 3 )( 4 )( 13 ) 02/01/2029 Noble Energy Inc. Common Stock 46,565 ( 3 ) ( 4 ) 0 D
Performance Shares ( 14 ) ( 15 ) 10/05/2020 D 160,217 ( 14 )( 15 ) ( 14 )( 15 ) Noble Energy Inc. Common Stock 160,217 ( 14 ) ( 15 ) 0 D
Phantom Units ( 16 ) 10/05/2020 D 42,108 ( 16 ) ( 16 ) Noble Energy Inc. Common Stock 42,108 ( 16 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fisher Kenneth M.
1001 NOBLE ENERGY WAY
HOUSTON, TX77070
Exec. VP & CFO
Signatures
/s/ Rachel Clingman, attorney-in-fact for Kenneth M. Fisher 10/05/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 5, 2020, pursuant to the Agreement and Plan of Merger dated as of July 20, 2020 (the "Merger Agreement"), by and among Chevron Corporation ("Chevron"), Chelsea Merger Sub Inc. ("Merger Sub") and Noble Energy, Inc. ("Noble Energy"), Merger Sub merged with and into Noble Energy (the "Merger"), with Noble Energy surviving the Merger as a direct, wholly-owned subsidiary of Chevron. Pursuant to the Merger Agreement, each share of Noble Energy common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.1191 of a share of Chevron common stock. On October 2, 2020 (the day prior to the Merger), the closing price of one share of Chevron common stock was $71.19.
( 2 )Pursuant to the Merger Agreement, each award of shares of restricted Noble Energy common stock, subject to vesting, repurchase or other lapse restriction solely based on continued service (a "Noble Energy RS Award"), was converted into an award, on the same terms and conditions as were applicable under such Noble Energy RS award immediately prior to the effective time of the Merger (including any provisions for acceleration) with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy RS Award immediately prior to the effective time of the Merger by (ii) 0.1191 of a share of Chevron common stock.
( 3 )Pursuant to the Merger Agreement, each outstanding option to purchase shares of Noble Energy common stock (a "Noble Energy Stock Option") was converted into an option to acquire, on the same terms and conditions as were applicable under such Noble Energy Stock Option immediately prior to the effective time of the Merger (including any provisions for acceleration), the number (rounded down to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy Stock Option immediately prior to the effective time of the merger by (ii) 0.1191 of a share of Chevron common stock.
( 4 )(Continued form Footnote 3) The exercise price per share of Chevron common stock subject to each converted option is equal to (x) the exercise price per share of Noble Energy common stock that was subject to the applicable Noble Energy Stock Option immediately prior to the effective time of the Merger divided by (y) 0.1191 (rounded up to the nearest one hundredth of a cent).
( 5 )This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2012.
( 6 )This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2013.
( 7 )This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2014.
( 8 )This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on January 31, 2015.
( 9 )This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on January 30, 2016.
( 10 )This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2017.
( 11 )This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2018.
( 12 )This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2019.
( 13 )This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2020.
( 14 )Pursuant to the Merger Agreement, each award of notional shares of restricted Noble Energy common stock, whose vesting is conditioned in full or in part based on achievement of performance goals or metrics (a "Noble Energy PS Award") was converted into an award, on the same terms and conditions as were applicable under such Noble Energy PS Award immediately prior to the effective time of the Merger (other than any performance-based vesting conditions),
( 15 )(Continued form Footnote 15) with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy PS Award (assuming that any performance-based vesting conditions applicable to such Noble Energy PS award for any performance period that has not been completed as of the effective time of the Merger are achieved at the greater of "target" performance or actual performance as of such effective time) by (ii) 0.1191 of a share of Chevron common stock.
( 16 )Pursuant to the Merger Agreement, each phantom unit, or cash-settled restricted stock unit award of Noble Energy (each, a "Noble Energy RSU Award"), was converted into an award, on the same terms and conditions as were applicable under such Noble Energy RSU Award immediately prior to the effective time of the Merger (including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy RSU Award immediately prior to the effective time of the Merger by (ii) 0.1191 of a share of Chevron common stock.

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