Sec Form 4 Filing - Donaldson Michael P @ EOG RESOURCES INC - 2021-02-09

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 Donaldson Michael P 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, Gen. Counsel & Corp Sec (Last) (First) (Middle) 1111 BAGBY, SKY LOBBY 2 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2021 (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 02/09/2021 A 9,735 ( 1 ) A $ 0 121,121.014 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 Donaldson Michael P 1111 BAGBY , SKY LOBBY 2 HOUSTON, TX77002 EVP, Gen. Counsel & Corp Sec Signatures Vicky Strom, attorney-in-fact for Michael P. Donaldson 02/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective September 25, 2017, the Reporting Person received an award of 7,788 Performance Units (the "September 2017 Award"). The performance metric applicable to this award was the Total Shareholder Return of the Issuer over a three-year performance period (January 2018 through December 2020) relative to the Total Shareholder Return of each of the Issuer's Peer Companies. Pursuant to the terms of the award agreement, between 0% and 200% of the award could be earned based on the Issuer's TSR Rank for such performance period. The Issuer's TSR Rank and applicable Performance Multiple (each as certified by the Compensation Committee of the Issuer's Board of Directors, effective February 9, 2021) was 4 and 125%, respectively. Accordingly, an additional 1,947 Performance Units have been credited to the Reporting Person in respect of the September 2017 Award. Subject to the terms of the award agreement governing the September 2017 Award, (i) the 9,735 aggregate Performance Units in respect of the September 2017 Award will "cliff" vest on February 28, 2021 and (ii) the shares of the Issuer's common stock represented by such Performance Units (on a one-for-one basis) will be distributed to the Reporting Person following such vesting date. Defined terms used herein have the meanings set forth in the form of award agreement governing the September 2017 Award, which is filed as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed on September 29, 2017.

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