SEC Form 4 · accession 0001246360-19-000601
NEWFIELD EXPLORATION CO /DE/ · NFX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Pamela J Gardner
Director
Period of report
Feb 13, 2019
Accepted (ET)
Feb 14, 2019 · 6:42 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 | D | 41,288 | $0.00 | D | 6,968 | D | |
| common stockF2 | Feb 13, 2019 | D | 6,968 | $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 (the 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 share of Newfield common stock issued and outstanding was converted into the right to receive 2.6719 Encana common shares.
- F2Pursuant to the Merger Agreement, upon consummation of the transactions contemplated therein, all outstanding Newfield restricted stock awards (RSAs) were cancelled and each holder of RSAs was entitled to receive, on a fully-vested basis for each such RSA, the merger consideration, as described in the Merger Agreement and in note (1) above. There was no purchase price.