Sec Form 4 Filing - GWIN ROBERT G @ ANADARKO PETROLEUM CORP - 2019-08-08

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 GWIN ROBERT G 2. Issuer Name and Ticker or Trading Symbol ANADARKO PETROLEUM CORP [ APC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) ANADARKO PETROLEUM CORPORATION, 1201 LAKE ROBBINS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2019 (Street) THE WOODLANDS, TX77380 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 Common Stock 08/08/2019 D 71,206 D 0 D Common Stock 08/08/2019 D 821 D 0 I 401(k) Plan

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 Qualified Stock Option Right to Buy) $ 55.51 08/08/2019 D 83,776 ( 2 ) 11/15/2025 Common Stock 83,776 ( 3 ) 0 D Non Qualified Stock Option Right to Buy) $ 48.05 08/08/2019 D 74,234 ( 2 ) 11/14/2024 Non Qualified Stock Option Right to Buy) 74,234 ( 3 ) 0 D Non Qualified Stock Option Right to Buy) $ 61.87 08/08/2019 D 54,788 ( 2 ) 11/10/2023 Non Qualified Stock Option Right to Buy) 54,788 ( 3 ) 0 D Non Qualified Stock Option Right to Buy) $ 69 08/08/2019 D 62,000 ( 2 ) 10/26/2022 Non Qualified Stock Option Right to Buy) 62,000 ( 3 ) 0 D Non Qualified Stock Option Right to Buy) $ 93.51 08/08/2019 D 47,107 ( 2 ) 11/06/2021 Non Qualified Stock Option Right to Buy) 47,107 ( 3 ) 0 D Non Qualified Stock Option Right to Buy) $ 92.02 08/08/2019 D 59,232 ( 2 ) 11/06/2020 Non Qualified Stock Option Right to Buy) 59,232 ( 3 ) 0 D Non Qualified Stock Option Right to Buy) $ 70.7 08/08/2019 D 60,447 ( 2 ) 11/05/2019 Common Stock 60,447 ( 3 ) 0 D Restricted Stock Units ( 4 ) 08/08/2019 D 24,320 ( 5 ) ( 5 ) Common Stock 24,320 ( 6 ) 0 D Restricted Stock Units ( 4 ) 08/08/2019 D 15,435 ( 5 ) ( 5 ) Common Stock 15,435 ( 6 ) 0 D Restricted Stock Units ( 4 ) 08/08/2019 D 5,994 ( 5 ) ( 5 ) Common Stock 5,994 ( 6 ) 0 D Dividend Equivalent Rights ( 7 ) 08/08/2019 D 1,114 ( 7 ) ( 7 ) Common Stock 1,114 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GWIN ROBERT G ANADARKO PETROLEUM CORPORATION 1201 LAKE ROBBINS DRIVE THE WOODLANDS, TX77380 President Signatures /s/ Courtney H. Landry by power of atty. for Robert G. Gwin 08/08/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed upon the effectiveness of the acquisition of Anadarko Petroleum Corporation ("APC") by Occidental Petroleum Corporation ("OXY") on August 8, 2019, pursuant to the Agreement and Plan of Merger, dated as of May 9, 2019, by and among Occidental Petroleum Corporation, Baseball Merger Sub 1, Inc., and Anadarko Petroleum Corporation (the "Merger Agreement"). At the effective time, each outstanding share of APC common stock was converted into the right to receive $59 in cash and 0.2934 of a share of OXY common stock. ( 2 )The option was exercisable in three annual installments beginning one year after the date of grant. ( 3 )Pursuant to the Merger Agreement, at the effective time each outstanding stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the number of shares subject to such option multiplied by (b) the excess, if any, of (1) the sum of (i) 0.2934 multiplied by the OXY common stock closing stock price of $46.00 on August 7, 2019 plus (ii) $59 (the sum of (i) and (ii) shall be the "Option Consideration") over (2)the exercise price per share of such option. If the exercise price of an option is equal to or greater than the Option Consideration, the options were automatically cancelled for no consideration. ( 4 )Each restricted stock unit represented a contingent right to receive one share of APC common stock. ( 5 )The restricted stock units vest in three annual installments beginning one year after the date of grant, or upon an earlier qualifying termination of employment. ( 6 )Pursuant to the Merger Agreement, at the effective time each outstanding restricted stock unit was converted into an OXY restricted stock/cash unit equal to (a) the number of outstanding restricted stock units multiplied by 0.2934 and (b) a cash amount equal to the number of outstanding restricted stock units multiplied by $59. The OXY restricted stock/cash unit will otherwise continue on the same terms and conditions as were applicable under such APC restricted stock unit, including any provisions for acceleration of vesting. ( 7 )The dividend equivalent units are inclusive of all outstanding dividend equivalent units accrued on all outstanding restricted stock units as of the effective time. The dividend equivalent units vest proportionately with the restricted stock units to which they relate. Each dividend equivalent unit is the economic equivalent of one share of APC common stock.

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