Sec Form 4 Filing - Champion Christopher O @ OCCIDENTAL PETROLEUM CORP /DE/ - 2019-08-08

Insider filing report for Changes in Beneficial Ownership
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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
Champion Christopher O
2. Issuer Name and Ticker or Trading Symbol
OCCIDENTAL PETROLEUM CORP /DE/ [ OXY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, CAO and Controller
(Last) (First) (Middle)
OCCIDENTAL PETROLEUM CORPORATION, 5 GREENWAY PLAZA, SUITE 110
3. Date of Earliest Transaction (MM/DD/YY)
08/08/2019
(Street)
HOUSTON, TX77046
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 A 4,148 A 4,148 D
Common Stock 08/08/2019 A( 2 )( 3 ) 9,549 A $ 0 ( 2 ) ( 3 ) 13,697 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Champion Christopher O
OCCIDENTAL PETROLEUM CORPORATION
5 GREENWAY PLAZA, SUITE 110
HOUSTON, TX77046
VP, CAO and Controller
Signatures
/s/ Jenarae N. Garland, Attorney-in-Fact for Christopher O. Champion 08/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 reports securities acquired 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 OXY, Baseball Merger Sub 1, Inc. and APC (the "Merger Agreement"). At the effective time of the merger, each outstanding share of APC common stock was converted into the right to receive $59 in cash (without interest) and 0.2934 of a share of OXY common stock, plus cash in lieu of any fractional OXY shares that otherwise would have been issued. The OXY common stock acquired by the Reporting Person as a result of the merger is reported above.
( 2 )Each OXY restricted stock unit reported above represents a contingent right to receive one share of OXY common stock. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding APC restricted stock unit award was converted into an OXY restricted stock/cash unit award with respect to (a) a number of OXY shares equal to the number of APC shares covered by the outstanding APC restricted stock unit, multiplied by 0.2934 (which product is reported in the table above), and (b) a cash amount equal to the number of APC shares covered by the outstanding APC restricted stock unit, multiplied by $59.
( 3 )The OXY restricted stock/cash unit award will otherwise continue on the same vesting and other terms and conditions as were applicable under such APC restricted stock unit. 613 OXY restricted stock units, which includes 21 accrued dividend equivalent units, vest on November 10, 2019, 1,678 OXY restricted stock units, which includes 50 accrued dividend equivalent units, vest in two equal annual installments beginning on November 14, 2019, 2,354 OXY restricted stock units, which includes 42 accrued dividend equivalent units, vest in three equal annual installments beginning on November 15, 2019 and 4,904 OXY restricted stock units, which includes 162 accrued dividend equivalent units, vest on November 10, 2020 (or, in each case, upon an earlier qualifying termination of employment). The OXY restricted stock units acquired by the Reporting Person as a result of the merger are reported above.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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