SEC Form 4 · accession 0001127602-18-025271
EOG RESOURCES INC · EOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 10, 2018 | M | 142,820 | $41.715 | A | 755,519 | D | |
| Common Stock | Aug 10, 2018 | D | 48,731 | $122.26 | D | 706,788 | D | |
| Common Stock | Aug 10, 2018 | F | 37,024 | $122.26 | D | 669,764 | D | |
| Common StockF1 | Aug 10, 2018 | S | 57,065 | $122.3588 | D | 612,699 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF2 | $41.715 | Aug 10, 2018 | M | 142,820 | D | Sep 21, 2012 | Sep 21, 2018 | Common Stock | 142,820 | 0 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $121.86 to $122.74, inclusive. The Reporting Person undertakes to provide to EOG Resources, Inc., any security holder of EOG Resources, Inc. or the Staff of the United States Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F2The SARs became exercisable in 25 percent increments beginning one year from the September 21, 2011 date of grant and on each of the next three grant date anniversaries. The SARs became fully exercisable on September 21, 2015.
Remarks
On August 10, 2018, the Reporting Person exercised, in full, the grant of 142,820 stock-settled stock appreciation rights (SARs) awarded to him effective September 21, 2011. This grant was scheduled to expire on September 21, 2018. Pursuant to the terms of the grant, the exercise of the SARs was settled in shares of the Issuer's Common Stock. After (1) the deemed disposition of 48,731 shares to the Issuer to account for the award price of the grant and (2) the withholding of 37,024 shares in payment of applicable taxes, the Reporting Person sold the remaining 57,065 shares in multiple, open-market transactions as further described in footnote 1.