SEC Form 4 · accession 0001127602-16-039209
NOBLE ENERGY INC · NBL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary W. Willingham
Officer — Exec. VP Operations
Period of report
Jan 30, 2016
Accepted (ET)
Feb 2, 2016 · 7:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000072207
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Noble Energy, Inc. Common StockF1 | Jan 30, 2016 | F | 860 | $32.37 | D | 79,504 | D | |
| Noble Energy, Inc. Common StockF2 | Jan 31, 2016 | F | 769 | $32.37 | D | 78,735 | D | |
| Noble Energy, Inc. Common StockF3 | Feb 1, 2016 | D | 3,778 | $0.00 | D | 74,957 | D | |
| Noble Energy, Inc. Common StockF4 | Feb 1, 2016 | F | 1,034 | $31.65 | D | 73,923 | D | |
| Noble Energy, Inc. Common StockF5 | Feb 1, 2016 | A | 11,005 | $0.00 | A | 84,928 | D | |
| Noble Energy, Inc. Common StockF6 | Feb 1, 2016 | A | 22,011 | $0.00 | A | 106,939 | D | |
| Noble Energy, Inc. Common Stock | holding | — | — | — | 11 | I | 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (Right to Buy)F7 | $31.65 | Feb 1, 2016 | A | 68,976 | A | — | Feb 1, 2026 | Noble Energy, Inc. Common Stock | 68,976 | 68,976 | D |
| Phantom UnitF8 | — | Feb 1, 2016 | A | 11,005 | A | Feb 1, 2018 | Feb 1, 2018 | Noble Energy, Inc. Common Stock | 11,005 | 0 | D |
| Phantom UnitF9 | — | Feb 1, 2016 | A | 22,011 | A | Feb 1, 2019 | Feb 1, 2019 | Noble Energy, Inc. Common Stock | 22,011 | 0 | D |
Explanation of responses
- F1Reflects shares relinquished to Noble Energy, Inc. by the reporting person out of, and to cover estimated tax withholding for, restricted shares granted on January 30, 2015, and vesting on January 30, 2016. The stock price reflected in Table I Column 4 was determined based on "fair market value," defined in the 1992 Stock Option and Restricted Stock Plan, as amended and restated (1992 Plan) for this transaction as the closing trading price of Noble Energy, Inc. common stock on the NYSE on January 29, 2016.
- F2Reflects shares relinquished to Noble Energy, Inc. by the reporting person out of, and to cover estimated tax withholding for, restricted shares granted on January 31, 2014, and vesting on January 31, 2016. The stock price reflected in Table I Column 4 was determined based on "fair market value," defined in the 1992 Plan for this transaction as the closing trading price of Noble Energy, Inc. common stock on the NYSE on January 29, 2016.
- F3Reflects unvested shares of performance restricted stock granted on February 1, 2013 forfeited to Noble Energy, Inc. on February 1, 2016.
- F4Reflects shares relinquished to Noble Energy, Inc. by the reporting person out of, and to cover estimated tax withholding for, restricted shares granted on February 1, 2013, and vesting on February 1, 2016. The stock price reflected in Table I Column 4 was determined based on "fair market value," defined in the 1992 Plan for this transaction as the closing trading price of Noble Energy, Inc. common stock on the NYSE on February 1, 2016.
- F5Restricted shares of Noble Energy, Inc. Common Stock will vest 80% one year after the date of grant and the remaining 20% two years after the date of grant, granted under the 1992 Plan.
- F6Performance restricted stock will vest three years after the date of grant upon, and subject to a formula related to, the Company's achievement of certain levels of total shareholder return (TSR) relative to a pre-determined industry peer group, granted under the 1992 Plan.
- F7The option is exercisable in three equal annual installments beginning one year after the date of grant.
- F8Each phantom unit is the economic equivalent of one share of Noble Energy, Inc. Common Stock to be settled in cash upon vesting and subject to a maximum settlement value of $126.60 per unit plus the equivalent value of accrued and unpaid dividends. Phantom units were granted under the 1992 Plan and will vest 100% two years after the date of grant.
- F9Each phantom unit is the economic equivalent of one share of Noble Energy, Inc. Common Stock, to be settled in cash upon vesting and subject to a maximum settlement value of $126.60 per unit plus the equivalent value of accrued and unpaid dividends. Phantom units were granted under the 1992 Plan and will vest three years after the date of grant upon, and subject to a formula related to, the Company's achievement of certain levels of total shareholder return (TSR) relative to a pre-determined industry peer group.