SEC Form 4 · accession 0001127602-18-004000

NOBLE ENERGY INC · NBL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

Kenneth M. Fisher

Officer — Exec. VP & CFO

Period of report

Feb 1, 2018

Accepted (ET)

Feb 5, 2018 · 4:32 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
Noble Energy, Inc. Common Stock^F1	Feb 1, 2018	F	675	$30.89	D	197,144	D
Noble Energy, Inc. Common Stock^F2	Feb 1, 2018	F	1,877	$30.89	D	195,267	D
Noble Energy, Inc. Common Stock^F3	Feb 1, 2018	A	31,158	$0.00	A	226,425	D
Noble Energy, Inc. Common Stock^F4	Feb 1, 2018	M	12,006	—	A	238,431	D
Noble Energy, Inc. Common Stock^F5	Feb 1, 2018	D	12,006	$30.89	D	226,425	D
Noble Energy, Inc. Common Stock^F6,F7	Feb 5, 2018	S	7,621	$28.7997	D	218,804	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option Grant (Right to Buy)^F8	$30.89	Feb 1, 2018	A	39,398	A	—	Feb 1, 2028	Noble Energy, Inc. Common Stock	39,398	39,398	D
Phantom Unit^F4	—	Feb 1, 2018	M	12,006	D	Feb 1, 2018	Feb 1, 2018	Noble Energy, Inc. Common Stock	12,006	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 February 1, 2016, and vesting on February 1, 2018. 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, 2018.
F2Reflects 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, 2017, and vesting on February 1, 2018. 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, 2018.
F3Restricted shares of Noble Energy, Inc. Common Stock subject to vesting 1/3 after year one, 1/3 after year two and the final 1/3 after year three, granted under the 2017 Plan.
F4Each 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.
F5Reflects settlement of phantom units in cash for, the phantom units granted on February 1, 2016, and vesting on February 1, 2018. 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, 2018.
F6The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
F7This transaction was executed in multiple trades from $28.63 to $29.24. 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 and prices at which the transaction was effected.
F8The option is exercisable in three equal annual installments beginning one year after the date of grant, granted under the 2017 Plan.