Sec Form 4 Filing - STOVER DAVID L @ NOBLE ENERGY INC - 2017-01-30

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 STOVER DAVID 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 X __ Officer (give title below) _____ Other (specify below) President, CEO & Director (Last) (First) (Middle) 1001 NOBLE ENERGY WAY 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2017 (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 01/30/2017 F 3,873 ( 1 ) D $ 39.52 549,565 D Noble Energy, Inc. Common Stock 01/31/2017 D 20,228 ( 2 ) D $ 0 529,337 D Noble Energy, Inc. Common Stock 01/31/2017 M 48,610 A $ 26.7075 577,947 D Noble Energy, Inc. Common Stock 01/31/2017 S 48,610 D $ 39.6277 ( 3 ) 529,337 D Noble Energy, Inc. Common Stock 01/31/2017 F 5,312 ( 4 ) D $ 39.76 524,025 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 Exercisabl e 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) $ 26.7075 01/31/2017 M 48,610 02/01/2008( 5 ) 02/01/2017 Noble Energy, Inc. Common Stock 48,610 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STOVER DAVID L 1001 NOBLE ENERGY WAY HOUSTON, TX77070 X President, CEO & Director Signatures /s/ Aaron G. Carlson, Attorney-in-Fact 02/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects shares relinquished to Noble Energy, Inc. by the reporting person out of, and to cover estimated tax withholding for, restricted shares granted on January 30, 2015, and vesting on January 30, 2017. The stock price reflected in Table I Column 4 was determined based on "fair market value," defined in the 1992 Plan for this transaction as the closing trading price of Noble Energy, Inc. common stock on the NYSE on January 30, 2017. ( 2 )Reflects unvested shares of performance restricted stock granted on January 31, 2014 forfeited to Noble Energy, Inc. on January 31, 2017. ( 3 )This transaction was executed in multiple trades from $39.18 to $39.84. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 4 )Reflects shares relinquished to Noble Energy, Inc. by the reporting person out of, and to cover estimated tax withholding for, restricted shares granted on January 31, 2014, and vesting on January 31, 2017. The stock price reflected in Table I Column 4 was determined based on "fair market value," defined in the 1992 Plan for this transaction as the closing trading price of Noble Energy, Inc. common stock on the NYSE on January 31, 2017. ( 5 )Options vest 1/3 each year for three years.

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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