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^*

WILLIAMSON CHARLES R

(Last)

(First)

(Middle)

643 SOUTH IRENA AVENUE

(Street)

REDONDO BEACH

90277

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNOCAL CORP [ UCL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2005

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 / $1.00 Par Value⁽¹⁾	08/10/2005		D		107,373	D	⁽²⁾	0	D
Common Stock / $1.00 Par Value⁽¹⁾	08/10/2005		A		308.95	A	⁽³⁾	8,838.255	I	Unocal Savings Plan
Common Stock / $1.00 Par Value⁽¹⁾	08/10/2005		D		8,838.255	D	⁽⁴⁾	0	I	Unocal Savings Plan
Common Stock / $1.00 Par Value⁽¹⁾	08/10/2005		D		26,373	D	⁽⁵⁾	0	I	Williamson Family Tr. 1/18/95

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)
Option / (Right To Buy)	$29.6875	08/10/2005		D			5,548	⁽⁷⁾	03/29/2003	Common Stock / $1.00 Par Value⁽¹⁾	5,548	⁽⁶⁾	0	D
Option / (Right to Buy)	$32.8125	08/10/2005		D			8,000	⁽⁸⁾	03/25/2006	Common Stock / $1.00 Par Value⁽¹⁾	8,000	⁽⁶⁾	0	D
Option / (Right to Buy)	$38.8125	08/10/2005		D			11,600	⁽⁹⁾	03/24/2007	Common Stock / $1.00 Par Value⁽¹⁾	11,600	⁽⁶⁾	0	D
Stock Option / (Right to Buy)	$35.25	08/10/2005		D			100,000	⁽¹⁰⁾	12/04/2010	Common Stock / $1.00 Par Value⁽¹⁾	100,000	⁽⁶⁾	0	D
Stock Option / (Right to Buy)	$35.355	08/10/2005		D			450,000	⁽¹¹⁾	07/27/2011	Common Stock / $1.00 Par Value⁽¹⁾	450,000	⁽⁶⁾	0	D
Option / (Right to Buy)	$49.305	08/10/2005		D			113,475	⁽¹²⁾	02/08/2015	Common Stock / $1.00 Par Value⁽¹⁾	113,475	⁽⁶⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger among Unocal Corporation, Chevron Corporation and Blue Merger Sub Inc. (the "Merger Agreement"), each share of Unocal Corporation Common Stock issued and outstanding immediately prior to the effectiveness of the merger on August 10, 2005 (the "Merger"), together with the Preferred Stock Purchase Rights attached thereto, was converted into the right to receive the merger consideration specified in the Merger Agreement.

2. In connection with the Merger, the reporting person is entitled to receive merger consideration in both cash and/or stock of Chevron Corporation for Unocal stock owned, subject to election and proration. Based on a press release issued by Chevron on August 10, 2005 announcing preliminary results of elections for merger consideration, and valuing Chevron shares at the closing price of $62.48 on August 10, 2005, the estimated value of the merger consideration to be received by the reporting person in exchange for these shares is between $6,909,925 and $7,244,982, depending upon the election made and the final election and proration results.

3. Shares are purchased at prevailing market prices by the trustee of the Unocal Savings Plan.

4. In connection with the Merger, the reporting person is entitled to receive merger consideration in both cash and/or stock of Chevron Corporation for Unocal stock owned, subject to election and proration. Based on a press release issued by Chevron on August 10, 2005 announcing preliminary results of elections for merger consideration, and valuing Chevron shares at the closing price of $62.48 on August 10, 2005, the estimated value of the merger consideration to be received by the reporting person in exchange for these shares is between $568,781 and $596,360, depending upon the election made and the final election and proration results.

5. In connection with the Merger, the reporting person is entitled to receive merger consideration in both cash and/or stock of Chevron Corporation for Unocal stock owned, subject to election and proration. Based on a press release issued by Chevron on August 10, 2005 announcing preliminary results of elections for merger consideration, and valuing Chevron shares at the closing price of $62.48 on August 10, 2005, the estimated value of the merger consideration to be received by the reporting person in exchange for these shares is between $1,697,219 and $1,779,516, depending upon the election made and the final election and proration results.

6. This option was assumed by Chevron Corporation pursuant to the Merger Agreement, and converted into an option to purchase a revised number of Chevron Corporation common shares (determined by multiplying the number of shares of Unocal Common Stock subject to the option by the Stock Award Exchange Ratio, rounded down to the nearest whole share) at a new exercise price (determined by dividing the exercise price per share of Unocal Common Stock subject to the option by the Stock Award Exchange Ratio, rounded up to the nearest one hundredth of a cent). The Stock Award Exchange Ratio is 1.0688331.

7. The option was originally scheduled to become exercisable in four equal installments on 8/11/2003; 2/11/2004; 2/11/2005; and 2/11/2006. The entire option became exercisable upon effectiveness of the merger on 8/10/2005.

8. The option became exercisable in four equal installments on 9/25/96, 3/25/97, 3/25/98 and 3/25/99

9. The option became exercisable in four equal installments on 9/24/1997; 3/24/1998; 3/24/1999; and 3/24/2000

10. The option became exercisable in four equal installments on: 6/4/2001, 12/4/2001, 12/4/2002 and 12/4/2003

11. 50% became exercisable 7-27-2002; an additional 25% became exercisable 7-27-2003; and the remaining 25% became exercisable 7-27-2004

12. The option was originally scheduled to become exercisable in three equal installments on 2/8/2006, 2/8/2007 and 2/8/2008. The entire option became exercisable upon the effectiveness of the merger August 10, 2005.

	Paul R. Moore, Asst Secretary, Attorney-In-Fact	08/12/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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