SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Trice David W

(Last)

(First)

(Middle)

1111 BAGBY, SKY LOBBY 2

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EOG RESOURCES INC [ EOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Exploration and Production

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/29/2016		A		4,908	A	$0	62,050	D
Common Stock	09/30/2016		M		6,400	A	$46.055	68,450	D
Common Stock	09/30/2016		D		3,037	D	$97.06	65,413	D
Common Stock	09/30/2016		F		1,411	D	$97.06	64,002	D
Common Stock	09/30/2016		M		8,000	A	$41.715	72,002	D
Common Stock	09/30/2016		D		3,439	D	$97.06	68,563	D
Common Stock	09/30/2016		F		1,913	D	$97.06	66,650	D
Common Stock	09/30/2016		S		4,100	D	$97.083	62,550	D
Common Stock	09/30/2016		S		300	D	$97.1	62,250	D
Common Stock	09/30/2016		S		200	D	$97.102	62,050	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$95.05	09/29/2016		A		12,024		09/29/2017⁽¹⁾	09/29/2023	Common Stock	12,024	$0	12,024	D
Stock Appreciation Rights	$46.055	09/30/2016		M			6,400	09/24/2011⁽²⁾	09/24/2017	Common Stock	6,400	$0	0	D
Stock Appreciation Rights	$41.715	09/30/2016		M			8,000	09/21/2012⁽³⁾	09/21/2018	Common Stock	8,000	$0	8,000	D

Explanation of Responses:

1. The SARs granted will become exercisable in 25 percent increments beginning one year from the September 29, 2016 date of grant and on each of the next three grant date anniversaries. The SARs granted become fully exercisable on September 29, 2020.

2. The SARs granted became exercisable in 25 percent increments beginning one year from the September 24, 2010 date of grant and on each of the next three grant date anniversaries. The SARs reported became fully exercisable on September 24, 2014.

3. The SARs granted became exercisable in 25 percent increments beginning one year from the September 21, 2011 date of grant and on each of the next three grant date anniversaries. The SARs granted became fully exercisable on September 21, 2015.

Remarks:

In addition to the reported awards, the Reporting Person also received an award of 4,908 Performance Units, effective September 29, 2016, pursuant to the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, which award is not yet reportable on Form 4.

	Vicky Strom, attorney-in-fact-for David W. Trice	10/03/2016
	** Signature of Reporting Person	Date
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