SEC Form 4 · accession 0001104659-17-026000
CLAYTON WILLIAMS ENERGY INC /DE · CWEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert C Lyon
Officer — VP-Gas Gathering/Marketing
Period of report
Apr 24, 2017
Accepted (ET)
Apr 25, 2017 · 7:31 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 | Apr 24, 2017 | D | 17,044 | — | D | 0 | D | |
| Common Stock, $0.10 par valueF1,F3 | Apr 24, 2017 | D | 21,051 | — | D | 0 | I | See footnote |
| Common Stock, $0.10 par valueF2 | Apr 24, 2017 | D | 2,500 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant 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.
- F2Represents 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.
- F3Includes indirect ownership held as follows: 10,000 shares by RCL Properties LLLP in which each of the Reporting Person and his spouse is a general partner of the partnership that owns the reported securities and the Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein; 2,500 shares by Ellersly, Inc., a corporation in which the Reporting Person's family holds all of the common stock and of which the Reporting Person is president and controls the majority of the stock; and 8,551 shares held in the Company's 401(k) Plan and Trust as of April 24, 2017.