SEC Form 4 · accession 0001104659-17-025993
CLAYTON WILLIAMS ENERGY INC /DE · CWEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clayton W Williams
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Apr 24, 2017
Accepted (ET)
Apr 25, 2017 · 7:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000880115
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.10 par valueF1,F2 | Apr 24, 2017 | D | 3,110,147 | — | D | 0 | I | See note |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Consists of (a) an aggregate of 1,247,488 shares owned by CWPLCO, Inc. and beneficially owned by the Reporting Person due to the Reporting Person's control of CWPLCO, Inc., (b) 1,771,219 shares owned by CW Stock Holdco, L.P. and beneficially owned by the Reporting Person due to the Reporting Person's control of CW Stock Holdco, L.P., (c) 11,044 shares owned by the Reporting Person's wife, (d) 588 shares owned by a trust of which the Reporting Person's wife is the trustee, (e) 18,047 shares held in the Company's 401(k) Plan & Trust over which the Reporting Person exercises investment control, (f) 49,179 shares in trusts of which the Reporting Person is the Trustee, (g) 5,749 shares in a trust for the benefit of the Reporting Person of which the Reporting Person's wife is the Trustee, and (h) 7,421 shares owned by Mr. Williams' grandchildren for which Mrs. Williams is custodian.
- F2Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 13, 2017 (the "Merger Agreement"), by and among the Issuer ("CWEI"), Noble Energy, Inc. ("Noble") and two indirect wholly owned subsidiaries of Noble, at the effective time of the merger (the "Effective Time"), each share of CWEI's common stock held by the Reporting Person converted into one of: (i) 3.7222 shares of Noble's common stock; (ii) $34.75 in cash and 2.7874 shares of Noble's common stock; or (iii) $138.39 in cash, subject to proration as provided in the Merger Agreement.