Sec Form 4 Filing - Thomas William R. @ EOG RESOURCES INC - 2019-08-26

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
Thomas William R.
2. Issuer Name and Ticker or Trading Symbol
EOG RESOURCES INC [ EOG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
1111 BAGBY, SKY LOBBY 2
3. Date of Earliest Transaction (MM/DD/YY)
08/26/2019
(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 08/26/2019 M 71,160 A $ 56.21 654,680 D
Common Stock 08/26/2019 D 55,756 D $ 71.74 598,924 D
Common Stock 08/26/2019 F 6,062 D $ 71.74 592,862 D
Common Stock 70,000 I Via Grantor Retained Annuity Trust
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 $ 56.21 08/26/2019 M 71,160 09/25/2013( 1 ) 09/25/2019 Common Stock 71,160 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thomas William R.
1111 BAGBY, SKY LOBBY 2
HOUSTON, TX77002
X Chairman & CEO
Signatures
Vicky Strom, Attorney-in-fact for William R. Thomas 08/27/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The SARs became exercisable in 25 percent increments beginning one year from the September 25, 2012 date of grant and on each of the next three grant date anniversaries. The SARs became fully exercisable on September 25, 2016.

Remarks:
On August 26, 2019, the Reporting Person exercised, in full, the grant of 71,160 stock-settled stock appreciations rights (SARs) awarded to him effective September 25, 2012. This grant was scheduled to expire on September 25, 2019. Pursuant to the terms of the grant, the exercise of the SARs was settled in shares of the Issuer's Common Stock. After (1) the deemed disposition of 55,756 shares to the Issuer to account for the award price of the grant and (2) the withholding of 6,062 shares in payment of applicable taxes, the Reporting Person received 9,342 shares of the Issuer's Common Stock, which he continues to hold. This exercise did not involve any open-market sale of the Issuer's Common Stock.

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