SEC Form 4 · accession 0001104659-17-025994
CLAYTON WILLIAMS ENERGY INC /DE · CWEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mel G Riggs
Officer — President and Director · Director · 10% Owner
Period of report
Apr 24, 2017
Accepted (ET)
Apr 25, 2017 · 7:26 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 valueF2,F1 | Apr 24, 2017 | D | 3,057,440 | — | D | 0 | I | See note |
| Common Stock, $0.10 par valueF3 | Apr 24, 2017 | D | 100,000 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4,F5 | $63.11 | Apr 24, 2017 | D | 100,000 | D | — | Aug 31, 2019 | Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1Includes (a) 3,684 shares held in the Issuer's ("CWEI") 401(k) Plan & Trust over which the Reporting Person exercises investment control, (b) 1,382 shares over which the Reporting Person exercises control under a Power of Attorney and (b) 3,041,412 shares owned by The Williams Children's Partnership, Ltd. over which the Reporting Person exercises investment control.
- 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.
- F3Represents restricted shares of the CWEI's common stock ("CWEI restricted shares"). Pursuant to the Merger Agreement, at the Effective Time, each CWEI restricted share held by the Reporting Person was converted into 3.7222 restricted shares of Noble's common stock, subject to adjustments for fractional shares, if any.
- F4At the Effective Time, each right to purchase shares of CWEI's common stock ("CWEI common shares" and each such option, a "CWEI Option") was exchanged for a number of Noble common shares, rounded down to the nearest whole share, determined by dividing (i) the product of (A) the number of CWEI common shares subject to the CWEI Option and (B) the amount, if any, by which the per share closing price of the CWEI common shares on the business day immediately prior to the Effective Time exceeded the per share exercise price of the CWEI option by (ii) $34.672, the average per share closing price of Noble common shares over the 10 trading days immediately prior to the Effective Time. At the Effective Time, the option held by the Reporting Person was exchanged for 201,286 Noble common shares.
- F5The option vests in three equal annual installments beginning on August 31, 2017.