0000899243-20-027245.txt : 20201005
0000899243-20-027245.hdr.sgml : 20201005
20201005161423
ACCESSION NUMBER: 0000899243-20-027245
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: Hatley Dustin A.
CENTRAL INDEX KEY: 0001540900
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-07964
FILM NUMBER: 201223725
MAIL ADDRESS:
STREET 1: NOBLE ENERGY, INC.
STREET 2: 1001 NOBLE ENERGY WAY
CITY: HOUSTON
STATE: TX
ZIP: 77070
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
0001540900
Hatley Dustin A.
1001 NOBLE ENERGY WAY
HOUSTON
TX
77070
0
1
0
0
VP, Chief Accounting Officer
Noble Energy, Inc. Common Stock
2020-10-05
4
D
0
41334
D
0
D
Noble Energy, Inc. Common Stock
2020-10-05
4
D
0
621
D
0
I
401(k)
Employee Stock Option Grant (Right to Buy)
45.20
2020-10-05
4
D
0
3960
D
2021-02-01
Noble Energy Inc. Common Stock
3960
0
D
Employee Stock Option Grant (Right to Buy)
50.91
2020-10-05
4
D
0
4958
D
2022-02-01
Noble Energy Inc. Common Stock
4958
0
D
Employee Stock Option Grant (Right to Buy)
54.60
2020-10-05
4
D
0
10172
D
2023-02-01
Noble Energy Inc. Common Stock
10172
0
D
Employee Stock Option Grant (Right to Buy)
62.33
2020-10-05
4
D
0
9025
D
2024-01-31
Noble Energy Inc. Common Stock
9025
0
D
Employee Stock Option Grant (Right to Buy)
47.74
2020-10-05
4
D
0
11876
D
2025-01-30
Noble Energy Inc. Common Stock
11876
0
D
Employee Stock Option Grant (Right to Buy)
31.65
2020-10-05
4
D
0
12227
D
2026-02-01
Noble Energy Inc. Common Stock
12227
0
D
Employee Stock Option Grant (Right to Buy)
39.46
2020-10-05
4
D
0
9426
D
2027-02-01
Noble Energy Inc. Common Stock
9426
0
D
Employee Stock Option Grant (Right to Buy)
30.89
2020-10-05
4
D
0
5551
D
2028-02-01
Noble Energy Inc. Common Stock
5551
0
D
Performance Shares
2020-10-05
4
D
0
17890
D
Noble Energy Inc. Common Stock
17890
0
D
Phantom Units
2020-10-05
4
D
0
8789
D
Noble Energy Inc. Common Stock
8789
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).
This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2012.
This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2013.
This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2014.
This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on January 31, 2015.
This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on January 30, 2016.
This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2017.
This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2018.
This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2019.
Pursuant to the Merger Agreement, each award of notional shares of restricted Noble Energy common stock, whose vesting is conditioned in full or in part based on achievement of performance goals or metrics (a "Noble Energy PS Award") was converted into an award, on the same terms and conditions as were applicable under such Noble Energy PS Award immediately prior to the effective time of the Merger (other than any performance-based vesting conditions), 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 PS Award (assuming that any performance-based vesting conditions applicable to such Noble Energy PS award for any performance period that has not been completed as of the effective time of the Merger are achieved at the greater of "target" performance or actual performance as of such effective time)
(Continued from footnote 13) by (ii) 0.1191 of a share of Chevron common stock.
Pursuant to the Merger Agreement, each phantom unit, or cash-settled restricted stock unit award of Noble Energy (each, a "Noble Energy RSU Award"), was converted into an award, on the same terms and conditions as were applicable under such Noble Energy RSU 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
(Continued from footnote 15) (i) the number of shares of Noble Energy common stock subject to such Noble Energy RSU Award immediately prior to the effective time of the Merger by (ii) 0.1191 of a share of Chevron common stock.
/s/ Rachel Clingman, attorney-in-fact for Dustin A. Hatley
2020-10-05