4//SEC Filing
SMOLIK BRENT J 4
Accession 0000899243-20-027250
CIK 0000072207other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 4:19 PM ET
Size
18.8 KB
Accession
0000899243-20-027250
Insider Transaction Report
Form 4
SMOLIK BRENT J
President & COO
Transactions
- Disposition to Issuer
Noble Energy Inc. Common Stock
2020-10-05−285,018→ 0 total - Disposition to Issuer
Employee Stock Option Grant (Right to Buy)
2020-10-05−117,096→ 0 totalExercise: $25.17Exp: 2028-11-16→ Noble Energy Inc. Common Stock (117,096 underlying) - Disposition to Issuer
Performance Shares
2020-10-05−205,366→ 0 total→ Noble Energy Inc. Common Stock (205,366 underlying) - Disposition to Issuer
Employee Stock Option Grant (Right to Buy)
2020-10-05−81,241→ 0 totalExercise: $22.39Exp: 2029-02-01→ Noble Energy Inc. Common Stock (81,241 underlying) - Disposition to Issuer
Phantom Units
2020-10-05−75,215→ 0 total→ Noble Energy Inc. Common Stock (75,215 underlying)
Footnotes (9)
- [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.
- [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 November 16, 2019.
- [F6]This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2020.
- [F7]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
- [F8](Continued from footnote 7) (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) by (ii) 0.1191 of a share of Chevron common stock.
- [F9]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 (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.
Documents
Issuer
NOBLE ENERGY INC
CIK 0000072207
Entity typeother
Related Parties
1- filerCIK 0001378966
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 4:19 PM ET
- Size
- 18.8 KB