0001104659-17-025996.txt : 20170425 0001104659-17-025996.hdr.sgml : 20170425 20170425192829 ACCESSION NUMBER: 0001104659-17-025996 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170424 FILED AS OF DATE: 20170425 DATE AS OF CHANGE: 20170425 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CLAYTON WILLIAMS ENERGY INC /DE CENTRAL INDEX KEY: 0000880115 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752396863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SIX DESTA DR STREET 2: STE 6500 CITY: MIDLAND STATE: TX ZIP: 79705 BUSINESS PHONE: 4326826324 MAIL ADDRESS: STREET 1: SIX DESTA DRIVE STREET 2: STE 6500 CITY: MIDLAND STATE: TX ZIP: 79705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cooke Patrick G CENTRAL INDEX KEY: 0001688952 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10924 FILM NUMBER: 17782224 MAIL ADDRESS: STREET 1: 6 DESTA DRIVE, SUITE 6500 CITY: MIDLAND STATE: TX ZIP: 79705 4 1 a4.xml 4 X0306 4 2017-04-24 1 0000880115 CLAYTON WILLIAMS ENERGY INC /DE CWEI 0001688952 Cooke Patrick G 6 DESTA DRIVE SUITE 6500 MIDLAND TX 79705 0 1 0 0 SVP & COO Common Stock, $0.10 par value 2017-04-24 4 D 0 50 D 0 I Held in IRA Common Stock, $0.10 par value 2017-04-24 4 D 0 65000 D 0 D Stock Option (right to buy) 87.31 2017-04-24 4 D 0 65000 D 2023-10-31 Common Stock 65000 0 D Represents shares held in CWEI's 401(k) Plan. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 13, 2017 (the "Merger Agreement"), by and among the Issuer ("CWEI"), Noble Energy, Inc. ("Noble") and two indirect wholly owned subsidiaries of Noble, at the effective time of the merger (the "Effective Time"), each share of CWEI's common stock held by the Reporting Person converted into one of: (i) 3.7222 shares of Noble's common stock; (ii) $34.75 in cash and 2.7874 shares of Noble's common stock; or (iii) $138.39 in cash, subject to proration as provided in the Merger Agreement. Represents restricted shares of the Issuer's common stock ("CWEI restricted shares"). Pursuant to the Merger Agreement, at the Effective Time, each CWEI restricted share held by the Reporting Person was converted into 3.7222 restricted shares of Noble common stock, subject to adjustments for fractional shares, if any. At the Effective Time, each right to purchase shares of CWEI's common stock ("CWEI common shares" and each such option, a "CWEI Option") was exchanged for a number of Noble common shares, rounded down to the nearest whole share, determined by dividing (i) the product of (A) the number of CWEI common shares subject to the CWEI Option and (B) the amount, if any, by which the per share closing price of the CWEI common shares on the business day immediately prior to the Effective Time exceeded the per share exercise price of the CWEI option by (ii) $34.672, the average per share closing price of Noble common shares over the 10 trading days immediately prior to the Effective Time. At the Effective Time, the option held by the Reporting Person was exchanged for 85,355 Noble common shares. The option vests in three equal annual installments beginning on October 31, 2017. /s/ Patrick G. Cooke 2017-04-25