SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHEFFIELD SCOTT D

(Last)

(First)

(Middle)

1401 17TH STREET

SUITE 1200

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EVERGREEN RESOURCES INC [ EVG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/28/2004		D⁽¹⁾		16,000	D	⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$22.74	09/28/2004		D⁽³⁾			24,000	⁽⁴⁾	01/01/2013	Common Stock	⁽³⁾	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the merger (the "Merger") of Evergreen Resources, Inc. ("Evergreen") with a wholly owned subsidiary of Pioneer Natural Resources Company ("Pioneer"), effected on September 28, 2004, in exchange for all of their outstanding shares of Evergreen common stock, each officer and director of Evergreen received, as base merger consideration, either (a) Pioneer common stock, (b) cash or (c) a combination of cash and Pioneer common stock, plus, in each of cases (a)-(c), an additional $0.4805 cash per share of Evergreen common stock in connection with the sale of the Kansas properties. This transaction is exempt from Section 16(b) of the Exchange Act pursuant to, without limitation, Rule 16b-3.

2. For each share of Evergreen common stock, received (a) 0.58175 shares of Pioneer common stock, (b) $19.50 in cash and, (c) for the Kansas properties, an additional $0.4805 in cash.

3. These options were assumed by Pioneer in the Merger and converted into options to acquire (a) a number of shares of Pioneer common stock equal to the product of (x) the number of shares of Evergreen common stock subject to the former Evergreen options and (y) 1.1635, and (b) an amount of cash equal to the product of (x) the number of shares of Evergreen common stock subject to the former Evergreen options and (y) $0.4805. The exercise price per share (plus related cash) for the new Pioneer options is equal to the quotient of the exercise price per share of Evergreen common stock under the former Evergreen options divided by 1.1635.

4. This option provided for vesting in five equal annual installments beginning January 2, 2003. All unvested portions of this option vested upon the effectiveness of the Merger.

	/s/ Scott D. Sheffield	09/30/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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