Sec Form 4 Filing - BERENSON JEFFREY L @ NOBLE ENERGY INC - 2020-10-05

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
BERENSON JEFFREY L
2. Issuer Name and Ticker or Trading Symbol
NOBLE ENERGY INC [ NBL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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 77,325 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
Non-employee Director Stock Option Grant (Right to Buy) $ 44.57 10/05/2020 D 5,600 02/01/2012 02/01/2021 Noble Energy Inc. Common Stock 5,600 ( 3 ) ( 4 ) 0 D
Non-employee Director Stock Option Grant (Right to Buy) $ 50.91 10/05/2020 D 5,028 02/01/2013 02/01/2022 Noble Energy Inc. Common Stock 5,028 ( 3 ) ( 4 ) 0 D
Non-employee Director Stock Option Grant (Right to Buy) $ 54.6 10/05/2020 D 4,710 02/01/2014 02/01/2023 Noble Energy Inc. Common Stock 4,710 ( 3 ) ( 4 ) 0 D
Non-employee Director Stock Option Grant (Right to Buy) $ 62.33 10/05/2020 D 4,011 01/31/2015 01/31/2024 Noble Energy Inc. Common Stock 4,011 ( 3 ) ( 4 ) 0 D
Non-employee Director Stock Option Grant (Right to Buy) $ 47.74 10/05/2020 D 5,350 01/30/2016 01/30/2025 Noble Energy Inc. Common Stock 5,350 ( 3 ) ( 4 ) 0 D
Non-employee Director Stock Option Grant (Right to Buy) $ 31.65 10/05/2020 D 9,900 02/01/2017 02/01/2026 Noble Energy Inc. Common Stock 9,900 ( 3 ) ( 4 ) 0 D
Non-employee Director Stock Option Grant (Right to Buy) $ 39.46 10/05/2020 D 7,541 02/01/2018 02/01/2027 Noble Energy Inc. Common Stock 7,541 ( 3 ) ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BERENSON JEFFREY L
1001 NOBLE ENERGY WAY
HOUSTON, TX77070
X
Signatures
/s/ Rachel Clingman, attorney-in-fact for Jeffrey L. Berenson 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 from 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).

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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