0000899243-20-027230.txt : 20201005
0000899243-20-027230.hdr.sgml : 20201005
20201005160458
ACCESSION NUMBER: 0000899243-20-027230
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201005
FILED AS OF DATE: 20201005
DATE AS OF CHANGE: 20201005
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BERENSON JEFFREY L
CENTRAL INDEX KEY: 0001124201
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-07964
FILM NUMBER: 201223563
MAIL ADDRESS:
STREET 1: C/O EPOCH HOLDING CORPORATION
STREET 2: 640 FIFTH AVENUE
CITY: NEW YORK,
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NOBLE ENERGY INC
CENTRAL INDEX KEY: 0000072207
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 730785597
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1001 NOBLE ENERGY WAY
CITY: HOUSTON
STATE: TX
ZIP: 77070
BUSINESS PHONE: 2818723100
MAIL ADDRESS:
STREET 1: 1001 NOBLE ENERGY WAY
CITY: HOUSTON
STATE: TX
ZIP: 77070
FORMER COMPANY:
FORMER CONFORMED NAME: NOBLE AFFILIATES INC
DATE OF NAME CHANGE: 20020426
FORMER COMPANY:
FORMER CONFORMED NAME: NOBLE AFFILIATES INC
DATE OF NAME CHANGE: 19920703
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-10-05
1
0000072207
NOBLE ENERGY INC
NBL
0001124201
BERENSON JEFFREY L
1001 NOBLE ENERGY WAY
HOUSTON
TX
77070
1
0
0
0
Noble Energy Inc. Common Stock
2020-10-05
4
D
0
77325
D
0
D
Non-employee Director Stock Option Grant (Right to Buy)
44.57
2020-10-05
4
D
0
5600
D
2012-02-01
2021-02-01
Noble Energy Inc. Common Stock
5600
0
D
Non-employee Director Stock Option Grant (Right to Buy)
50.91
2020-10-05
4
D
0
5028
D
2013-02-01
2022-02-01
Noble Energy Inc. Common Stock
5028
0
D
Non-employee Director Stock Option Grant (Right to Buy)
54.60
2020-10-05
4
D
0
4710
D
2014-02-01
2023-02-01
Noble Energy Inc. Common Stock
4710
0
D
Non-employee Director Stock Option Grant (Right to Buy)
62.33
2020-10-05
4
D
0
4011
D
2015-01-31
2024-01-31
Noble Energy Inc. Common Stock
4011
0
D
Non-employee Director Stock Option Grant (Right to Buy)
47.74
2020-10-05
4
D
0
5350
D
2016-01-30
2025-01-30
Noble Energy Inc. Common Stock
5350
0
D
Non-employee Director Stock Option Grant (Right to Buy)
31.65
2020-10-05
4
D
0
9900
D
2017-02-01
2026-02-01
Noble Energy Inc. Common Stock
9900
0
D
Non-employee Director Stock Option Grant (Right to Buy)
39.46
2020-10-05
4
D
0
7541
D
2018-02-01
2027-02-01
Noble Energy Inc. Common Stock
7541
0
D
On October 5, 2020, pursuant to the Agreement and Plan of Merger dated as of July 20, 2020 (the "Merger Agreement"), by and among Chevron Corporation ("Chevron"), Chelsea Merger Sub Inc. ("Merger Sub") and Noble Energy, Inc. ("Noble Energy"), Merger Sub merged with and into Noble Energy (the "Merger"), with Noble Energy surviving the Merger as a direct, wholly-owned subsidiary of Chevron. Pursuant to the Merger Agreement, each share of Noble Energy common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.1191 of a share of Chevron common stock. On October 2, 2020 (the day prior to the Merger), the closing price of one share of Chevron common stock was $71.19.
Pursuant to the Merger Agreement, each award of shares of restricted Noble Energy common stock, subject to vesting, repurchase or other lapse restriction solely based on continued service (a "Noble Energy RS Award"), was converted into an award, on the same terms and conditions as were applicable under such Noble Energy RS award immediately prior to the effective time of the Merger (including any provisions for acceleration) with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy RS Award immediately prior to the effective time of the Merger by (ii) 0.1191 of a share of Chevron common stock.
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Noble Energy common stock (a "Noble Energy Stock Option") was converted into an option to acquire, on the same terms and conditions as were applicable under such Noble Energy Stock Option immediately prior to the effective time of the Merger (including any provisions for acceleration), the number (rounded down to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy Stock Option immediately prior to the effective time of the merger by (ii) 0.1191 of a share of Chevron common stock.
(Continued from Footnote 3) The exercise price per share of Chevron common stock subject to each converted option is equal to (x) the exercise price per share of Noble Energy common stock that was subject to the applicable Noble Energy Stock Option immediately prior to the effective time of the Merger divided by (y) 0.1191 (rounded up to the nearest one hundredth of a cent).
/s/ Rachel Clingman, attorney-in-fact for Jeffrey L. Berenson
2020-10-05