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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bretches D. Clay

(Last)

(First)

(Middle)

2000 POST OAK BLVD, STE 100

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APA Corp [ APA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP, Operations

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2024

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	01/05/2024		M		7,403	A	⁽¹⁾	51,639	D
Common Stock	01/05/2024		D⁽¹⁾		7,403	D	$34.34	44,236	D
Common Stock	01/05/2024		M		8,344	A	⁽¹⁾	52,580	D
Common Stock	01/05/2024		D⁽¹⁾		8,344	D	$34.34	44,236	D
Common Stock	01/05/2024		M⁽²⁾		8,344	A	$0	52,580	D
Common Stock	01/05/2024		F⁽³⁾		3,284	D	$34.34	49,296	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)
Restricted Stock / Units	$0⁽¹⁾	01/05/2024		M			7,403	⁽⁴⁾	⁽⁴⁾	Common Stock	7,403	$0⁽¹⁾	54,530	D
Restricted Stock / Units	$0⁽¹⁾	01/05/2024		M			8,344	⁽⁵⁾	⁽⁵⁾	Common Stock	8,344	$0	46,186	D
Restricted Stock / Units	$0⁽⁶⁾	01/05/2024		M			8,344	⁽²⁾	⁽²⁾	Common Stock	8,344	$0	37,842	D
Restricted Stock / Units⁽⁷⁾	$0⁽⁶⁾	01/08/2024		A		19,211		⁽⁸⁾	⁽⁸⁾	Common Stock	19,211	$0	57,053	D
Restricted Stock / Units⁽⁷⁾	$0⁽⁶⁾	01/08/2024		A		12,807		⁽⁹⁾	⁽⁹⁾	Common Stock	12,807	$0	69,860	D

Explanation of Responses:

1. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

2. Vesting on 01/05/2024 of restricted stock units under the employer plan. Vesting occurs ratably over three years.

3. Shares withheld to cover required tax withholding on vesting of restricted stock.

4. Vesting on 01/05/2024 of cash-based restricted stock units under employer plan.

5. Vesting on 01/05/2024 of cash-based restricted stock units under employer plan. Vesting occurs ratably over three years.

6. One share of APA common stock for each restricted stock unit.

7. With tandem tax withholding right.

8. Restricted stock units granted 01/08/2024 under employer plan. The units vests ratably over three years.

9. Restricted stock units granted 01/08/2024 under employer plan. The units vests ratably over three years and may only be paid in cash.

Remarks:

	Raj Sharma, Attorney-in-Fact	01/09/2024
	** 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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