SEC Form 4 · accession 0001104659-17-026001
CLAYTON WILLIAMS ENERGY INC /DE · CWEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert L. Thomas
Officer — VP & PAO
Period of report
Apr 24, 2017
Accepted (ET)
Apr 25, 2017 · 7:32 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 value | Apr 24, 2017 | M | 1,584 | $63.11 | A | 1,584 | D | |
| Common Stock, $0.10 par valueF1 | Apr 24, 2017 | D | 1,584 | — | D | 0 | D | |
| Common Stock, $0.10 par valueF1,F5 | Apr 24, 2017 | D | 58 | — | D | 0 | I | See note |
| Common Stock, $0.10 par valueF2 | Apr 24, 2017 | D | 15,000 | — | 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 | $63.11 | Apr 24, 2017 | M | 1,584 | D | — | Aug 31, 2023 | Common Stock | 1,584 | 3,416 | D |
| Stock Option (right to buy)F3,F4 | $63.11 | Apr 24, 2017 | D | 3,416 | D | — | Aug 31, 2023 | Common Stock | 34,126 | 0 | D |
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.
- F3At 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 6,875 Noble common shares.
- F4The option vests in three equal annual installments beginning on August 31, 2017.
- F5Represents shares held in CWEI's 401(k) Plan.