0001104659-17-026006.txt : 20170425 0001104659-17-026006.hdr.sgml : 20170425 20170425193930 ACCESSION NUMBER: 0001104659-17-026006 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: FORD DAVIS L CENTRAL INDEX KEY: 0001279988 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10924 FILM NUMBER: 17782246 4 1 a4.xml 4 X0306 4 2017-04-24 1 0000880115 CLAYTON WILLIAMS ENERGY INC /DE CWEI 0001279988 FORD DAVIS L 3300 BEE CAVES ROAD, SUITE 650 AUSTIN TX 78746 1 0 0 0 Common Stock, $0.10 par value 2017-04-24 4 D 0 9340 D 0 I Held in IRA Common Stock, $0.10 par value 2017-04-24 4 D 0 1463 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. /s/ Davis L. Ford by Mel G. Riggs, as attorney-in-fact 2017-04-25