Hatley Dustin A. 4

Accession 0000899243-20-027245

CIK 0000072207other

View on SEC.gov Company Profile

Filed

Oct 4, 8:00 PM ET

Accepted

Oct 5, 4:14 PM ET

Size

35.7 KB

Accession

0000899243-20-027245

Insider Transaction Report

Form 4

Period: 2020-10-05

NOBLE ENERGY INCNBL

Hatley Dustin A.

Chief Accounting Officer

Transactions

Disposition to Issuer
Phantom Units
2020-10-05−8,789→ 0 total
→ Noble Energy Inc. Common Stock (8,789 underlying)
Disposition to Issuer
Employee Stock Option Grant (Right to Buy)
2020-10-05−5,551→ 0 total
Exercise: $30.89Exp: 2028-02-01→ Noble Energy Inc. Common Stock (5,551 underlying)
Disposition to Issuer
Noble Energy, Inc. Common Stock
2020-10-05−41,334→ 0 total
Disposition to Issuer
Noble Energy, Inc. Common Stock
2020-10-05−621→ 0 total(indirect: By 401(k))
Disposition to Issuer
Employee Stock Option Grant (Right to Buy)
2020-10-05−4,958→ 0 total
Exercise: $50.91Exp: 2022-02-01→ Noble Energy Inc. Common Stock (4,958 underlying)
Disposition to Issuer
Employee Stock Option Grant (Right to Buy)
2020-10-05−9,025→ 0 total
Exercise: $62.33Exp: 2024-01-31→ Noble Energy Inc. Common Stock (9,025 underlying)
Disposition to Issuer
Employee Stock Option Grant (Right to Buy)
2020-10-05−3,960→ 0 total
Exercise: $45.20Exp: 2021-02-01→ Noble Energy Inc. Common Stock (3,960 underlying)
Disposition to Issuer
Employee Stock Option Grant (Right to Buy)
2020-10-05−10,172→ 0 total
Exercise: $54.60Exp: 2023-02-01→ Noble Energy Inc. Common Stock (10,172 underlying)
Disposition to Issuer
Employee Stock Option Grant (Right to Buy)
2020-10-05−11,876→ 0 total
Exercise: $47.74Exp: 2025-01-30→ Noble Energy Inc. Common Stock (11,876 underlying)
Disposition to Issuer
Employee Stock Option Grant (Right to Buy)
2020-10-05−12,227→ 0 total
Exercise: $31.65Exp: 2026-02-01→ Noble Energy Inc. Common Stock (12,227 underlying)
Disposition to Issuer
Employee Stock Option Grant (Right to Buy)
2020-10-05−9,426→ 0 total
Exercise: $39.46Exp: 2027-02-01→ Noble Energy Inc. Common Stock (9,426 underlying)
Disposition to Issuer
Performance Shares
2020-10-05−17,890→ 0 total
→ Noble Energy Inc. Common Stock (17,890 underlying)

Footnotes (16)

[F1]On October 5, 2020, pursuant to the Agreement and Plan of Merger dated as of July 20, 2020 (the "Merger Agreement"), by and among Chevron Corporation ("Chevron"), Chelsea Merger Sub Inc. ("Merger Sub") and Noble Energy, Inc. ("Noble Energy"), Merger Sub merged with and into Noble Energy (the "Merger"), with Noble Energy surviving the Merger as a direct, wholly-owned subsidiary of Chevron. Pursuant to the Merger Agreement, each share of Noble Energy common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.1191 of a share of Chevron common stock. On October 2, 2020 (the day prior to the Merger), the closing price of one share of Chevron common stock was $71.19.
[F10]This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2017.
[F11]This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2018.
[F12]This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2019.
[F13]Pursuant to the Merger Agreement, each award of notional shares of restricted Noble Energy common stock, whose vesting is conditioned in full or in part based on achievement of performance goals or metrics (a "Noble Energy PS Award") was converted into an award, on the same terms and conditions as were applicable under such Noble Energy PS Award immediately prior to the effective time of the Merger (other than any performance-based vesting conditions), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy PS Award (assuming that any performance-based vesting conditions applicable to such Noble Energy PS award for any performance period that has not been completed as of the effective time of the Merger are achieved at the greater of "target" performance or actual performance as of such effective time)
[F14](Continued from footnote 13) by (ii) 0.1191 of a share of Chevron common stock.
[F15]Pursuant to the Merger Agreement, each phantom unit, or cash-settled restricted stock unit award of Noble Energy (each, a "Noble Energy RSU Award"), was converted into an award, on the same terms and conditions as were applicable under such Noble Energy RSU Award immediately prior to the effective time of the Merger (including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying
[F16](Continued from footnote 15) (i) the number of shares of Noble Energy common stock subject to such Noble Energy RSU Award immediately prior to the effective time of the Merger by (ii) 0.1191 of a share of Chevron common stock.
[F2]Pursuant to the Merger Agreement, each award of shares of restricted Noble Energy common stock, subject to vesting, repurchase or other lapse restriction solely based on continued service (a "Noble Energy RS Award"), was converted into an award, on the same terms and conditions as were applicable under such Noble Energy RS award immediately prior to the effective time of the Merger (including any provisions for acceleration) with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy RS Award immediately prior to the effective time of the Merger by (ii) 0.1191 of a share of Chevron common stock.
[F3]Pursuant to the Merger Agreement, each outstanding option to purchase shares of Noble Energy common stock (a "Noble Energy Stock Option") was converted into an option to acquire, on the same terms and conditions as were applicable under such Noble Energy Stock Option immediately prior to the effective time of the Merger (including any provisions for acceleration), the number (rounded down to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy Stock Option immediately prior to the effective time of the merger by (ii) 0.1191 of a share of Chevron common stock.
[F4](Continued from footnote 3) The exercise price per share of Chevron common stock subject to each converted option is equal to (x) the exercise price per share of Noble Energy common stock that was subject to the applicable Noble Energy Stock Option immediately prior to the effective time of the Merger divided by (y) 0.1191 (rounded up to the nearest one hundredth of a cent).
[F5]This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2012.
[F6]This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2013.
[F7]This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2014.
[F8]This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on January 31, 2015.
[F9]This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on January 30, 2016.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

NOBLE ENERGY INC

CIK 0000072207

→

Entity typeother

Related Parties

filerCIK 0001540900

Filing Metadata

Form type: 4
Filed: Oct 4, 8:00 PM ET
Accepted: Oct 5, 4:14 PM ET
Size: 35.7 KB

View on SEC.gov