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