SEC Form 4 · accession 0001104659-17-026007
CLAYTON WILLIAMS ENERGY INC /DE · CWEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jordan R Smith
Director
Period of report
Apr 24, 2017
Accepted (ET)
Apr 25, 2017 · 7:41 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,F3 | Apr 24, 2017 | D | 400 | — | D | 0 | I | See footnote |
| Common Stock, $0.10 par valueF2 | Apr 24, 2017 | D | 1,463 | — | 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 400 indirect ownership shares owned by the Reporting Person's spouse.