Sec Form 4 Filing - Fisher Kenneth M. @ NOBLE ENERGY INC - 2020-01-31

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 *
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)
01/31/2020
(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 01/31/2020 A 31,613 ( 1 ) A $ 0 230,601 D
Noble Energy, Inc. Common Stock 02/01/2020 F 3,927 ( 2 ) D $ 19.77 221,447 D
Noble Energy, Inc. Common Stock 02/01/2020 D 22,731 ( 3 ) D $ 0 198,716 D
Noble Energy, Inc. Common Stock 02/01/2020 F 2,671 ( 4 ) D $ 19.77 227,930 D
Noble Energy, Inc. Common Stock 02/01/2020 F 2,556 ( 5 ) D $ 19.77 225,374 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
Phantom Unit ( 6 ) 01/31/2020 A 31,613 ( 6 ) 01/31/2023 Noble Energy, Inc. Common Stock 31,613 $ 0 31,613 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 02/04/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted shares of Noble Energy, Inc. Common Stock subject to vesting 1/3 after year one, 1/3 after year two and the final 1/3 after year three, granted under the 2017 Plan.
( 2 )Reflects shares relinquished to Noble Energy, Inc. by the reporting person out of, and to cover estimated tax withholding for, restricted shares granted on February 1, 2017, and vesting on February 1, 2020. The stock price reflected in Table I Column 4 was determined based on the fair market value of the common stock on January 31, 2020.
( 3 )Reflects unvested shares of performance restricted stock granted on February 1, 2017 forfeited to Noble Energy, Inc. on February 1, 2020.
( 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 February 1, 2018, and vesting on February 1, 2020. The stock price reflected in Table I Column 4 was determined based on the fair market value of the common stock on January 31, 2020.
( 5 )Reflects shares relinquished to Noble Energy, Inc. by the reporting person out of, and to cover estimated tax withholding for, restricted shares granted on February 1, 2019, and vesting on February 1, 2020. The stock price reflected in Table I Column 4 was determined based on the fair market value of the common stock on January 31, 2020.
( 6 )Each phantom unit is the economic equivalent of one share of Noble Energy, Inc. Common Stock to be settled in cash upon vesting plus the equivalent value of accrued and unpaid dividends. Phantom units were granted under the 2017 Plan and will vest 1/3 after year one, 1/3 after year two and the final 1/3 after year three from the date of grant.

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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