0001127602-19-004148.txt : 20190205
0001127602-19-004148.hdr.sgml : 20190205
20190205170246
ACCESSION NUMBER: 0001127602-19-004148
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20190201
FILED AS OF DATE: 20190205
DATE AS OF CHANGE: 20190205
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fisher Kenneth M.
CENTRAL INDEX KEY: 0001477029
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-07964
FILM NUMBER: 19568738
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
form4.xml
PRIMARY DOCUMENT
X0306
4
2019-02-01
0000072207
NOBLE ENERGY INC
NBL
0001477029
Fisher Kenneth M.
1001 NOBLE ENERGY WAY
HOUSTON
TX
77070
1
Exec. VP & CFO
Noble Energy, Inc. Common Stock
2019-02-01
4
F
0
2950
22.39
D
215854
D
Noble Energy, Inc. Common Stock
2019-02-01
4
F
0
2529
22.39
D
213325
D
Noble Energy, Inc. Common Stock
2019-02-01
4
D
0
24012
0
D
189313
D
Noble Energy, Inc. Common Stock
2019-02-01
4
A
0
26239
0
A
215552
D
Noble Energy, Inc. Common Stock
2019-02-05
4
S
0
16564
22.89
D
198988
D
Phantom Unit
2019-02-01
4
J
0
24012
0
D
2019-02-01
2019-02-01
Noble Energy, Inc. Common Stock
24012
0
D
Employee Stock Option Grant (Right to Buy)
22.39
2019-02-01
4
A
0
46565
0
A
2029-02-01
Noble Energy, Inc. Common Stock
46565
46565
D
Phantom Unit
2019-02-01
4
A
0
10495
0
A
2022-02-01
2022-02-01
Noble Energy, Inc. Common Stock
10495
10495
D
Reflects shares relinquished to Noble Energy, Inc. by the reporting person out of, and to cover estimated tax withholding for, restricted shares granted on February 1, 2017, and vesting on February 1, 2019. The stock price reflected in Table I Column 4 was determined based on "fair market value," defined in the 1992 Plan for this transaction as the closing trading price of Noble Energy, Inc. common stock on the NYSE on February 1, 2019.
Reflects shares relinquished to Noble Energy, Inc. by the reporting person out of, and to cover estimated tax withholding for, restricted shares granted on February 1, 2018, and vesting on February 1, 2019. The stock price reflected in Table I Column 4 was determined based on "fair market value," defined in the 2017 Plan for this transaction as the closing trading price of Noble Energy, Inc. common stock on the NYSE on February 1, 2019.
Reflects unvested shares of performance restricted stock granted on February 1, 2016 forfeited to Noble Energy, Inc. on February 1, 2019.
Restricted shares of Noble Energy, Inc. Common Stock subject to vesting 40% after year one, 40% after year two and the final 20% after year three, granted under the 2017 Plan.
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
The sale price reported in Column 4 of Table I is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.79 to $22.99, inclusive. The reporting person undertakes to provide to Noble Energy, Inc., any shareholder of Noble Energy, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
Each phantom unit is the economic equivalent of one share of Noble Energy, Inc. Common Stock, to be settled in cash upon vesting and subject to a maximum settlement value of $126.60 per unit plus the equivalent value of accrued and unpaid dividends. Phantom units were granted under the 1992 Plan and will vest three years after the date of grant upon, and subject to a formula related to, the Company's achievement of certain levels of total shareholder return (TSR) relative to a pre-determined industry peer group.
Reflects unvested performance phantom units granted on February 1, 2016 forfeited to Noble Energy, Inc. on February 1, 2019.
The option is exercisable in three equal annual installments beginning one year after the date of grant, granted under the 2017 Plan.
Each phantom unit is the economic equivalent of one share of Noble Energy, Inc. Common Stock to be settled in cash upon vesting plus the equivalent value of accrued and unpaid dividends. Phantom units were granted under the 2017 Plan and will vest 100% three years after the date of grant.
/s/ Pamela L. Taylor, attorney-in-fact for Kenneth M. Fisher
2019-02-05
EX-24
2
doc1.txt
POWER OF ATTORNEY (PUBLIC): POA-FISHER
LIMITED POWER OF ATTORNEY
For Executing SEC Forms 3, 4 and 5
The undersigned hereby constitutes and appoints
each of Pamela Taylor, Jennifer Johnson, Harry Beaudry
and Rachel Clingman signing singly, as the undersigned's
true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned,
in the undersigned's capacity as a director or officer
of Noble Energy, Inc. (the "Company"), SEC Forms 3, 4
and 5 and amendments thereto in accordance with
Section 16(a) of the Securities Exchange Act of 1934,
as amended, and the rules promulgated thereunder;
(2) do and perform any and all acts for and on
behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4
or 5 or amendment thereto and timely file such form
with the United States Securities and Exchange Commission
(the "SEC") and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever
which in the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Limited
Power of Attorney shall be in such form and shall
contain such terms and conditions as such
attorney-in-fact may approve in his or her discretion.
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform
any and every act and thing whatsoever requisite, necessary
or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done
by virtue of this Limited Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities
to comply with Section 16 of the Securities Exchange Act of
1934.
This Limited Power of Attorney shall remain in full
force and effect until the undersigned is no longer required to
file SEC Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities relating to the
Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
This Limited Power of Attorney revokes, replaces and
supercedes all prior Limited Powers of Attorney related to
the filing of SEC Form 3, 4 and 5 with respect to the
undersigned's holdings and transactions in securities
relating to the Company.
IN WITNESS WHEREOF, the undersigned has caused this
Limited Power of Attorney to be executed effective as of the
29th day of January 2019.
/s/ Kenneth M. Fisher
Kenneth M. Fisher