SEC Form 4 · accession 0001246360-19-000599
NEWFIELD EXPLORATION CO /DE/ · NFX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George W Fairchild Jr.
Officer — Chief Accounting Officer
Period of report
Feb 13, 2019
Accepted (ET)
Feb 14, 2019 · 6:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000912750
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| common stockF1 | Feb 13, 2019 | A | 25,238 | $0.00 | A | 65,978 | D | |
| common stockF2 | Feb 13, 2019 | A | 7,570 | $0.00 | A | 73,548 | D | |
| common stockF3 | Feb 13, 2019 | D | 48,506 | $0.00 | D | 25,042 | D | |
| common stockF2 | Feb 13, 2019 | D | 7,570 | $17.36 | D | 17,472 | D | |
| common stock | Feb 13, 2019 | F | 13,078 | $17.2775 | D | 4,394 | D | |
| common stockF4 | Feb 13, 2019 | D | 4,394 | $0.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On February 13, 2019, pursuant to the Agreement and Plan of Merger dated as of October 31, 2018 (Merger Agreement), by and among Encana Corporation (Encana), Neapolitan Merger Corp. (Merger Sub), and Newfield Exploration Company (Newfield), Merger Sub merged with and into Newfield (Merger) with Newfield surviving the Merger as a wholly-owned subsidiary of Encana. Pursuant to the Merger Agreement, upon consummation of the transactions contemplated therein, each performance stock unit was deemed to have been achieved at maximum levels by the reporting person based upon certification by the Compensation Committee.
- F2Pursuant to the Merger Agreement, upon consummation of the transactions contemplated therein, all outstanding Newfield time-based restricted stock units with a cash settlement feature were cancelled and each holder was entitled to receive, on a fully vested basis, for each such restricted stock unit, a cash payment of equivalent value to the merger consideration, as described in the Merger Agreement, based on the volume weighted averages of the trading price of Encana common shares on each of the five consecutive trading days ending on the trading day that is three trading days prior to the Effective Time of the Merger. The settlement value of each cash settled restricted stock unit was $17.36.
- F3Pursuant to the Merger Agreement, upon consummation of the transactions contemplated therein, each share of Newfield common stock issued and outstanding was converted into the right to receive 2.6719 Encana common shares.
- F4Pursuant to the Merger Agreement, upon consummation of the transactions contemplated therein, the outstanding awards of Newfield stock-settled restricted stock units were cancelled and each holder of such restricted stock units were entitled to receive, on a fully-vested basis for each such restricted stock unit, the merger consideration, as described in the Merger Agreement and in note (3) above. There was no purchase price.