Sec Form 4 Filing - Trice David W @ EOG RESOURCES INC - 2016-09-29

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 Trice David W 2. Issuer Name and Ticker or Trading Symbol EOG RESOURCES INC [ EOG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP Exploration and Production (Last) (First) (Middle) 1111 BAGBY, SKY LOBBY 2 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2016 (Street) HOUSTON, TX77002 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 09/29/2016 A 4,908 A $ 0 62,050 D Common Stock 09/30/2016 M 6,400 A $ 46.055 68,450 D Common Stock 09/30/2016 D 3,037 D $ 97.06 65,413 D Common Stock 09/30/2016 F 1,411 D $ 97.06 64,002 D Common Stock 09/30/2016 M 8,000 A $ 41.715 72,002 D Common Stock 09/30/2016 D 3,439 D $ 97.06 68,563 D Common Stock 09/30/2016 F 1,913 D $ 97.06 66,650 D Common Stock 09/30/2016 S 4,100 D $ 97.083 62,550 D Common Stock 09/30/2016 S 300 D $ 97.1 62,250 D Common Stock 09/30/2016 S 200 D $ 97.102 62,050 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 Stock Appreciation Rights $ 95.05 09/29/2016 A 12,024 09/29/2017( 1 ) 09/29/2023 Common Stock 12,024 $ 0 12,024 D Stock Appreciation Rights $ 46.055 09/30/2016 M 6,400 09/24/2011( 2 ) 09/24/2017 Common Stock 6,400 $ 0 0 D Stock Appreciation Rights $ 41.715 09/30/2016 M 8,000 09/21/2012( 3 ) 09/21/2018 Common Stock 8,000 $ 0 8,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Trice David W 1111 BAGBY, SKY LOBBY 2 HOUSTON, TX77002 EVP Exploration and Production Signatures Vicky Strom, attorney-in-fact-for David W. Trice 10/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The SARs granted will become exercisable in 25 percent increments beginning one year from the September 29, 2016 date of grant and on each of the next three grant date anniversaries. The SARs granted become fully exercisable on September 29, 2020. ( 2 )The SARs granted became exercisable in 25 percent increments beginning one year from the September 24, 2010 date of grant and on each of the next three grant date anniversaries. The SARs reported became fully exercisable on September 24, 2014. ( 3 )The SARs granted became exercisable in 25 percent increments beginning one year from the September 21, 2011 date of grant and on each of the next three grant date anniversaries. The SARs granted became fully exercisable on September 21, 2015.

Remarks: In addition to the reported awards, the Reporting Person also received an award of 4,908 Performance Units, effective September 29, 2016, pursuant to the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, which award is not yet reportable on Form 4.

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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