SEC Form 4 · accession 0001127602-18-004012
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
Feb 1, 2018
Accepted (ET)
Feb 5, 2018 · 4:41 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 | Feb 1, 2018 | F | 645 | $30.89 | D | 140,709 | D | |
| Noble Energy, Inc. Common StockF2 | Feb 1, 2018 | F | 1,873 | $30.89 | D | 138,836 | D | |
| Noble Energy, Inc. Common StockF3 | Feb 1, 2018 | A | 31,158 | $0.00 | A | 169,994 | D | |
| Noble Energy, Inc. Common StockF4 | Feb 1, 2018 | M | 11,005 | — | A | 180,999 | D | |
| Noble Energy, Inc. Common StockF5 | Feb 1, 2018 | D | 11,005 | $30.89 | D | 169,994 | D | |
| Noble Energy, Inc. Common Stock | holding | — | — | — | 11 | I | 401(k) | |
| Noble Energy, Inc. Common Stock | holding | — | — | — | 30,000 | I | by IRA |
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)F6 | $30.89 | Feb 1, 2018 | A | 39,398 | A | — | Feb 1, 2028 | Noble Energy, Inc. Common Stock | 39,398 | 39,398 | D |
| Phantom UnitF4 | — | Feb 1, 2018 | M | 11,005 | D | Feb 1, 2018 | Feb 1, 2018 | Noble Energy, Inc. Common Stock | 11,005 | 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 option is exercisable in three equal annual installments beginning one year after the date of grant, granted under the 2017 Plan.