SEC Form 4 · accession 0001246360-15-000502
NOBLE ENERGY INC · NBL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary W. Willingham
Officer — Exec. VP
Period of report
Jan 30, 2015
Accepted (ET)
Feb 3, 2015 · 5:07 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, 2015 | A | 13,354 | $47.74 | A | 75,839 | D | |
| Noble Energy, Inc. Common StockF3 | Jan 30, 2015 | A | 6,677 | $47.74 | A | 82,516 | D | |
| Noble Energy, Inc. Common StockF4 | Jan 31, 2015 | F | 614 | $47.74 | D | 81,902 | D | |
| Noble Energy, Inc. Common StockF5 | Feb 1, 2015 | F | 930 | $47.74 | D | 80,972 | D | |
| Noble Energy, Inc. Common StockF6 | Feb 1, 2015 | F | 608 | $47.74 | D | 80,364 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option Grant (right to buy)F2 | $47.74 | Jan 30, 2015 | A | 45,471 | A | Jan 30, 2016 | Jan 30, 2025 | Noble Energy, Inc. Common Stock | 0 | 45,471 | D |
Explanation of responses
- F1Performance 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 Stock Option and Restricted Stock Plan, as amended and restated (1992 Plan).
- F2Options granted under the 1992 Plan vest 1/3 each year for three years.
- F3Restricted shares of Noble Energy, Inc. Common Stock subject to vesting 40% after year one and the final 60% after year two, granted under the 1992 Plan.
- F4This reported transaction reflects shares relinquished to Noble Energy, Inc. by the reporting person out of, and to cover estimated tax witholding for, restricted shares granted on January 31, 2014, and vesting on January 31, 2015. 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 30, 2015.
- F5This reported transaction reflects shares relinquished to Noble Energy, Inc. by the reporting person out of, and to cover estimated tax witholding for, restricted shares granted on February 1, 2012, and vesting on February 1, 2015. 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 30, 2015.
- F6This reported transaction reflects shares relinquished to Noble Energy, Inc. by the reporting person out of, and to cover estimated tax witholding for, restricted shares granted on February 1, 2013, and vesting on February 1, 2015. 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 30, 2015.
Remarks
Column 5 of Table I includes 40,100 restricted shares of Noble Energy, Inc. Common Stock directly held by the reporting person.