SEC Form 4 · accession 0001127602-19-004151

NOBLE ENERGY INC · NBL

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

Reporting owner

Terry R. Gerhart

Officer — Sr. VP Midstream

Period of report

Feb 1, 2019

Accepted (ET)

Feb 5, 2019 · 5:03 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 Stock^F1	Feb 1, 2019	F	420	$22.39	D	30,661	D
Noble Energy, Inc. Common Stock^F2	Feb 1, 2019	F	446	$22.39	D	30,215	D
Noble Energy, Inc. Common Stock^F3	Feb 1, 2019	D	7,003	$0.00	D	23,212	D
Noble Energy, Inc. Common Stock^F4	Feb 1, 2019	A	6,141	$0.00	A	29,353	D
Noble Energy, Inc. Common Stock	holding	—	—		—	12,281	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
Phantom Unit^F6,F5	—	Feb 1, 2019	J	7,003	D	Feb 1, 2019	Feb 1, 2019	Noble Energy, Inc. Common Stock	7,003	0	D
Employee Stock Option Grant (Right to Buy)^F7	$22.39	Feb 1, 2019	A	10,898	A	—	Feb 1, 2029	Noble Energy, Inc. Common Stock	10,898	10,898	D
Phantom Unit^F8	—	Feb 1, 2019	A	2,456	A	Feb 1, 2022	Feb 1, 2022	Noble Energy, Inc. Common Stock	2,456	2,456	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.