4//SEC Filing
CLAYTON WILLIAMS ENERGY INC /DE 4
Accession 0001104659-17-026001
CIK 0000880115operating
Filed
Apr 24, 8:00 PM ET
Accepted
Apr 25, 7:32 PM ET
Size
15.5 KB
Accession
0001104659-17-026001
Insider Transaction Report
Form 4
Thomas Robert L.
VP & Principal Account Officer
Transactions
- Disposition to Issuer
Common Stock, $0.10 par value
2017-04-24−15,000→ 0 total - Disposition to Issuer
Common Stock, $0.10 par value
2017-04-24−58→ 0 total(indirect: See note) - Exercise/Conversion
Common Stock, $0.10 par value
2017-04-24$63.11/sh+1,584$99,966→ 1,584 total - Disposition to Issuer
Common Stock, $0.10 par value
2017-04-24−1,584→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2017-04-24−3,416→ 0 totalExercise: $63.11Exp: 2023-08-31→ Common Stock (34,126 underlying) - Exercise/Conversion
Stock Option (right to buy)
2017-04-24−1,584→ 3,416 totalExercise: $63.11Exp: 2023-08-31→ Common Stock (1,584 underlying)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 13, 2017 (the "Merger Agreement"), by and among the Issuer ("CWEI"), Noble Energy, Inc. ("Noble") and two indirect wholly owned subsidiaries of Noble, at the effective time of the merger (the "Effective Time"), each share of CWEI's common stock held by the Reporting Person converted into one of: (i) 3.7222 shares of Noble's common stock; (ii) $34.75 in cash and 2.7874 shares of Noble's common stock; or (iii) $138.39 in cash, subject to proration as provided in the Merger Agreement.
- [F2]Represents restricted shares of the CWEI's common stock ("CWEI restricted shares"). Pursuant to the Merger Agreement, at the Effective Time, each CWEI restricted share held by the Reporting Person was converted into 3.7222 restricted shares of Noble's common stock, subject to adjustments for fractional shares, if any.
- [F3]At the Effective Time, each right to purchase shares of CWEI's common stock ("CWEI common shares" and each such option, a "CWEI Option") was exchanged for a number of Noble common shares, rounded down to the nearest whole share, determined by dividing (i) the product of (A) the number of CWEI common shares subject to the CWEI Option and (B) the amount, if any, by which the per share closing price of the CWEI common shares on the business day immediately prior to the Effective Time exceeded the per share exercise price of the CWEI option by (ii) $34.672, the average per share closing price of Noble common shares over the 10 trading days immediately prior to the Effective Time. At the Effective Time, the option held by the Reporting Person was exchanged for 6,875 Noble common shares.
- [F4]The option vests in three equal annual installments beginning on August 31, 2017.
- [F5]Represents shares held in CWEI's 401(k) Plan.
Documents
Issuer
CLAYTON WILLIAMS ENERGY INC /DE
CIK 0000880115
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000880115
Filing Metadata
- Form type
- 4
- Filed
- Apr 24, 8:00 PM ET
- Accepted
- Apr 25, 7:32 PM ET
- Size
- 15.5 KB