| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEWFIELD EXPLORATION CO /DE/ [ NFX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/09/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/13/2006 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| common stock | 02/09/2006 | F | 1,094 | D | $45.43 | 144,940 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee stock opt.-right to buy | $7.97(1) | (1) | 09/01/2008 | common stock | 30,000(1) | 30,000 | D | ||||||||
| Employee stock opt.-right to buy | $14.91(2) | (2) | 02/10/2010 | common stock | 40,000(2) | 40,000 | D | ||||||||
| Employee stock opt.-right to buy | $19.02(3) | (3) | 02/09/2011 | common stock | 20,000(3) | 20,000 | D | ||||||||
| Employee stock opt.-right to buy | $16.87(4) | (4) | 02/07/2012 | common stock | 30,000(4) | 30,000 | D | ||||||||
| Employee stock opt.-right to buy | $17.84(5) | (5) | 11/26/2012 | common stock | 20,000(5) | 20,000 | D | ||||||||
| Explanation of Responses: |
| 1. Part of a grant to the reporting person of 100,000 shares from the Issuer's 1998 Stock Plan. The options vested in three installments beginning 9/1/1999. This option was previously reported as covering 50,000 shares at an exercise price of $15.94 per share, but was adjusted to reflect the stock split on May 25, 2005. |
| 2. Part of a grant to the reporting person of 40,000 shares from the Issuer's 2000 Stock Plan. The options vested in five annual installments beginning 2/10/2001. This option was previously reported as covering 20,000 shares at an exercise price of $29.81 per share, but was adjusted to reflect the stock split on May 25, 2005. |
| 3. Part of a grant to the reporting person of 20,000 shares from the Issuer's 2000 Stock Plan. The options vested in five annual installments beginning 2/09/2002. This option was previously reported as covering 10,000 shares at an exercise price of $38.03 per share, but was adjusted to reflect the stock split on May 25, 2005. |
| 4. Part of a grant to the reporting person of 30,000 shares from the Issuer's 2000 Stock Plan. The options vested in five annual installments beginning 2/07/2003. This option was previously reported as covering 15,000 shares at an exercise price of $33.73 per share, but was adjusted to reflect the stock split on May 25, 2005. |
| 5. Part of a grant to the reporting person of 20,000 shares from the Issuer's 2000 Stock Plan. The options vested in five annual installments beginning 11/26/2003. This option was previously reported as covering 10,000 shares at an exercise price of $35.68 per share, but was adjusted to reflect the stock split on May 25, 2005. |
| Remarks: |
| ____________________________________ C. William Austin as Attorney in Fact for David F. Schaible | 03/15/2006 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||