SEC Form 4 · accession 0001127602-19-004146
NOBLE ENERGY INC · NBL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J. Keith Elliott
Officer — Sr. VP Offshore
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 5:01 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, 2019 | F | 1,648 | $22.39 | D | 94,814 | D | |
| Noble Energy, Inc. Common StockF2 | Feb 1, 2019 | F | 1,422 | $22.39 | D | 93,392 | D | |
| Noble Energy, Inc. Common StockF3 | Feb 1, 2019 | D | 11,005 | $0.00 | D | 82,387 | D | |
| Noble Energy, Inc. Common StockF4 | Feb 1, 2019 | A | 17,306 | $0.00 | A | 99,693 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitF6,F5 | — | Feb 1, 2019 | J | 11,005 | D | Feb 1, 2019 | Feb 1, 2019 | Noble Energy, Inc. Common Stock | 11,005 | 0 | D |
| Employee Stock Option Grant (Right to Buy)F7 | $22.39 | Feb 1, 2019 | A | 30,713 | A | — | Feb 1, 2029 | Noble Energy, Inc. Common Stock | 30,713 | 30,713 | D |
| Phantom UnitF8 | — | Feb 1, 2019 | A | 6,922 | A | Feb 1, 2022 | Feb 1, 2022 | Noble Energy, Inc. Common Stock | 6,922 | 6,922 | 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, 2017, and vesting on February 1, 2019. 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, 2019.
- 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, 2018, and vesting on February 1, 2019. The stock price reflected in Table I Column 4 was determined based on "fair market value," defined in the 2017 Plan for this transaction as the closing trading price of Noble Energy, Inc. common stock on the NYSE on February 1, 2019.
- F3Reflects unvested shares of performance restricted stock granted on February 1, 2016 forfeited to Noble Energy, Inc. on February 1, 2019.
- F4Restricted shares of Noble Energy, Inc. Common Stock subject to vesting 40% after year one, 40% after year two and the final 20% after year three, granted under the 2017 Plan.
- F5Each 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.
- F6Reflects unvested performance phantom units granted on February 1, 2016 forfeited to Noble Energy, Inc. on February 1, 2019.
- F7The option is exercisable in three equal annual installments beginning one year after the date of grant, granted under the 2017 Plan.
- F8Each phantom unit is the economic equivalent of one share of Noble Energy, Inc. Common Stock to be settled in cash upon vesting plus the equivalent value of accrued and unpaid dividends. Phantom units were granted under the 2017 Plan and will vest 100% three years after the date of grant.