0000899243-19-021529.txt : 20190809 0000899243-19-021529.hdr.sgml : 20190809 20190809204220 ACCESSION NUMBER: 0000899243-19-021529 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190808 FILED AS OF DATE: 20190809 DATE AS OF CHANGE: 20190809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brown Daniel E CENTRAL INDEX KEY: 0001705952 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08968 FILM NUMBER: 191014252 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ANADARKO PETROLEUM CORP CENTRAL INDEX KEY: 0000773910 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760146568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380-1046 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DR. CITY: THE WOODLANDS STATE: TX ZIP: 77380 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-08-08 1 0000773910 ANADARKO PETROLEUM CORP APC 0001705952 Brown Daniel E ANADARKO PETROLEUM CORPORATION 1201 LAKE ROBBINS DRIVE THE WOODLANDS TX 77380 0 1 0 0 EVP, US Onshore Operations Common Stock 2019-08-08 4 D 0 26910 D 0 D Common Stock 2019-08-08 4 D 0 419 D 0 I 401(k)Plan Non Qualified Stock Option (Right to Buy) 87.98 2019-08-08 4 D 0 1614 D 2020-06-07 Common Stock 1614 0 D Non Qualified Stock Option (Right to Buy) 94.02 2019-08-08 4 D 0 2446 D 2020-09-09 Common Stock 2446 0 D Non Qualified Stock Option (Right to Buy) 92.02 2019-08-08 4 D 0 16155 D 2020-11-06 Common Stock 16155 0 D Non Qualified Stock Option (Right to Buy) 93.51 2019-08-08 4 D 0 23945 D 2021-11-06 Common Stock 23945 0 D Non Qualified Stock Option (Right to Buy) 69.00 2019-08-08 4 D 0 33160 D 2022-10-26 Common Stock 33160 0 D Non Qualified Stock Option (Right to Buy) 61.87 2019-08-08 4 D 0 39644 D 2023-11-10 Common Stock 39644 0 D Non Qualified Stock Option (Right to Buy) 48.05 2019-08-08 4 D 0 74234 D 2024-11-14 Non Qualified Stock Option (Right to Buy) 74234 0 D Non Qualified Stock Option (Right to Buy) 55.51 2019-08-08 4 D 0 77570 D 2025-11-15 Common Stock 77570 0 D Restricted Stock Units 2019-08-08 4 D 0 3098 D Common Stock 3098 0 D Restricted Stock Units 2019-08-08 4 D 0 16163 D Common Stock 16163 0 D Restricted Stock Units 2019-08-08 4 D 0 15435 D Common Stock 15435 0 D Restricted Stock Units 2019-08-08 4 D 0 22519 D Common Stock 22519 0 D Dividend Equivalent Rights 2019-08-08 4 D 0 1537 D Common Stock 1537 0 D This Form 4 reports securities disposed upon the effectiveness of the acquisition of Anadarko Petroleum Corporation ("APC") by Occidental Petroleum Corporation ("OXY") on August 8, 2019, pursuant to the Agreement and Plan of Merger, dated as of May 9, 2019, by and among Occidental Petroleum Corporation, Baseball Merger Sub 1, Inc., and Anadarko Petroleum Corporation (the "Merger Agreement"). At the effective time, each outstanding share of APC common stock was converted into the right to receive $59 in cash and 0.2934 of a share of OXY common stock. The option was exercisable in three annual installments beginning one year after the date of grant. Pursuant to the Merger Agreement, at the effective time each outstanding stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the number of shares subject to such option multiplied by (b) the excess, if any, of (1) the sum of (i) 0.2934 multiplied by the OXY common stock closing stock price of $46.00 on August 7, 2019 plus (ii) $59 (the sum of (i) and (ii) shall be the "Option Consideration") over (2)the exercise price per share of such option. If the exercise price of an option is equal to or greater than the Option Consideration, the options were automatically cancelled for no consideration. Each restricted stock unit represented a contingent right to receive one share of APC common stock. The restricted stock units vest in three annual installments beginning one year after the date of grant, or upon an earlier qualifying termination of employment. Pursuant to the Merger Agreement, at the effective time each outstanding restricted stock unit was converted into an OXY restricted stock/cash unit equal to (a) the number of outstanding restricted stock units multiplied by 0.2934 and (b) a cash amount equal to the number of outstanding restricted stock units multiplied by $59. The OXY restricted stock/cash unit will otherwise continue on the same terms and conditions as were applicable under such APC restricted stock unit, including any provisions for acceleration of vesting. The restricted stock units vest four years after the date of grant or upon an earlier qualifying termination of employment. The dividend equivalent units are inclusive of all outstanding dividend equivalent units accrued on all outstanding restricted stock units as of the effective time. The dividend equivalent units vest proportionately with the restricted stock units to which they relate. Each dividend equivalent unit is the economic equivalent of one share of APC common stock. /s/ Courtney H. Landry by power of atty. for Daniel E. Brown 2019-08-08