0001104659-17-026000.txt : 20170425
0001104659-17-026000.hdr.sgml : 20170425
20170425193130
ACCESSION NUMBER: 0001104659-17-026000
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: LYON ROBERT C
CENTRAL INDEX KEY: 0001221218
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10924
FILM NUMBER: 17782229
4
1
a4.xml
4
X0306
4
2017-04-24
1
0000880115
CLAYTON WILLIAMS ENERGY INC /DE
CWEI
0001221218
LYON ROBERT C
6 DESTA DRIVE, SUITE 6500
MIDLAND
TX
79705
0
1
0
0
VP-Gas Gathering/Marketing
Common Stock, $0.10 par value
2017-04-24
4
D
0
17044
D
0
D
Common Stock, $0.10 par value
2017-04-24
4
D
0
21051
D
0
I
See footnote
Common Stock, $0.10 par value
2017-04-24
4
D
0
2500
D
0
D
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 CWEI'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's common stock, subject to adjustments for fractional shares, if any.
Includes indirect ownership held as follows: 10,000 shares by RCL Properties LLLP in which each of the Reporting Person and his spouse is a general partner of the partnership that owns the reported securities and the Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein; 2,500 shares by Ellersly, Inc., a corporation in which the Reporting Person's family holds all of the common stock and of which the Reporting Person is president and controls the majority of the stock; and 8,551 shares held in the Company's 401(k) Plan and Trust as of April 24, 2017.
/s/ Robert C. Lyon by Mel G. Riggs, as attorney-in-fact
2017-04-25