Sec Form 4 Filing - MORRIS RHONDA J @ CHEVRON CORP - 2019-12-17

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 MORRIS RHONDA J 2. Issuer Name and Ticker or Trading Symbol CHEVRON CORP [ CVX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) 6001 BOLLINGER CANYON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2019 (Street) SAN RAMON, CA94583 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 12/17/2019 M( 1 ) 7,800 A $ 73.7 8,598 ( 2 ) D Common Stock 12/17/2019 S( 1 ) 7,800 D $ 119.6829 ( 3 ) 798 D Common Stock 12/17/2019 M( 4 ) 8,100 A $ 73.7 34,349 ( 5 ) I by Spouse Common Stock 12/17/2019 S( 4 ) 8,100 D $ 119.6835 ( 6 ) 26,249 I by Spouse Common Stock 12/17/2019 M 39 A $ 0 837 D Common Stock 12/17/2019 F( 7 ) 39 D $ 118.6 798 D Common Stock 12/17/2019 M 22 A $ 0 820 D Common Stock 12/17/2019 F( 7 ) 22 D $ 118.6 798 D Common Stock 9,108 ( 8 ) I by 401(k) plan Common Stock 770 I by Morris Living 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 Non-Qualified Stock Option (Right to Buy) $ 73.7 12/17/2019 M 7,800 ( 9 ) 01/27/2020 Common Stock 7,800 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 73.7 12/17/2019 M 8,100 ( 9 ) 01/27/2020 Common Stock 8,100 $ 0 0 I by Spouse Restricted Stock Units ( 10 ) 12/17/2019 M 39 ( 10 ) ( 10 ) Common Stock 39 $ 0 2,961 ( 11 ) D Restricted Stock Units ( 12 ) 12/17/2019 M 22 ( 12 ) ( 12 ) Common Stock 22 $ 0 3,231 ( 13 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MORRIS RHONDA J 6001 BOLLINGER CANYON ROAD SAN RAMON, CA94583 Vice President Signatures /s/ Christopher A. Butner, Attorney-in-Fact for Rhonda J. Morris 12/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 29, 2019. ( 2 )This number includes dividend accruals (10 shares). ( 3 )This transaction was executed in multiple trades at prices ranging from $119.53 to $119.81. The price reported above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range provided. ( 4 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person's spouse on August 29, 2019. ( 5 )This number includes dividend accruals (1,003 shares). ( 6 )This transaction was executed in multiple trades at prices ranging from $119.55 to $119.82. The price reported above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full info rmation regarding the number of shares sold at each separate price within the range provided. ( 7 )Reflects withholding of shares to cover required tax obligations under the terms of the award agreement due to the reporting person's age and years of service. ( 8 )Between February 2, 2019 and December 17, 2019, the reporting person acquired 420 shares of Chevron Common Stock under the Chevron Employee Savings Investment Plan, a 401(k) plan. ( 9 )Option granted January 27, 2010. One-third of the shares subject to the option vested on each of the first, second and third anniversaries of the date of grant. ( 10 )Restricted stock units granted on January 31, 2018 under the Chevron Corporation Long-Term Incentive Plan. Each restricted stock unit is the economic equivalent of one share of Chevron Corporation common stock. Restricted stock units accrue dividend equivalents in the form of additional restricted stock units and are payable in cash upon vesting on January 31, 2023. ( 11 )Between February 2, 2019 and December 17, 2019, the reporting person acquired dividend equivalents (115 shares). ( 12 )Restricted stock units granted on January 25, 2017 under the Chevron Corporation Long-Term Incentive Plan. Each restricted stock unit is the economic equivalent of one share of Chevron Corporation common stock. Restricted stock units accrue dividend equivalents in the form of additional restricted stock units and are payable in cash upon vesting on January 31, 2022. ( 13 )Between February 2, 2019 and December 17, 2019, the reporting person acquired dividend equivalents (125 shares).

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

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