SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Johnston Robert V. II

(Last)

(First)

(Middle)

2000 POST OAK BLVD.

SUITE 100

(Street)

HOUSTON

77056-4400

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2014

3. Issuer Name and Ticker or Trading Symbol
APACHE CORP [ APA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	6,341	D
Common Stock⁽¹⁾	23,046.883	I	Held by Trustee of 401(k) Plan
Common Stock⁽¹⁾	18,932.256	I	Held by Trustee of NQ Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock Units⁽²⁾	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	19,895.3437	$0⁽²⁾	D
Restricted Stock / Units⁽⁴⁾	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	18,586	$0⁽⁵⁾	D
Option (Buy $56.73)⁽⁴⁾	⁽⁷⁾	05/05/2015	Common Stock⁽¹⁾	4,100	$56.73	D
Option (Buy $71.88)⁽⁴⁾	⁽⁸⁾	05/03/2016	Common Stock⁽¹⁾	3,800	$71.88	D
Option (Buy $74.10)⁽⁴⁾	⁽⁹⁾	05/02/2017	Common Stock⁽¹⁾	3,900	$74.1	D
Option (Buy $135.83)⁽⁴⁾	⁽¹⁰⁾	05/07/2018	Common Stock⁽¹⁾	2,417	$135.83	D
Option (Buy $82.55)⁽⁴⁾	⁽¹¹⁾	05/06/2019	Common Stock⁽¹⁾	3,400	$82.55	D
Option (Buy $99.30)⁽⁴⁾	⁽¹²⁾	05/05/2020	Common Stock⁽¹⁾	5,440	$99.3	D
Option (Buy $126.61)⁽⁴⁾	⁽¹³⁾	05/04/2021	Common Stock⁽¹⁾	5,301	$126.61	D
Option (Buy $82.63)⁽⁴⁾	⁽¹⁴⁾	05/22/2022	Common Stock⁽¹⁾	10,533	$82.63	D
Option - Buy $80.89⁽⁴⁾	⁽¹⁵⁾	05/16/2023	Common Stock⁽¹⁾	23,740	$80.89	D

Explanation of Responses:

1. The shares of common stock of Apache are deemed to also represent certain preferred stock purchase rights ('Rights'). The Rights are not currently exercisable or separately tradable and presently are evidenced by certificates for shares of the common stock. Value attributable to such Rights, if any, is reflected in the market price of the common stock.

2. One share of Apache common stock for each phantom stock unit.

3. Exempt acquisition pursuant to Rule 16b-3(d) - accrued under the deferred compensation provisions of Apache's Deferred Delivery Plan.

4. With tandem tax withholding right

5. One share of Apache common stock for each restricted stock unit.

6. Restricted stock units granted under employer plan. The units vest ratably over four years beginning one year from the date of grant.

7. Exercisable ratably over four years beginning 05/05/2006.

8. Exercisable ratably over four years beginning 05/03/2007.

9. Exercisable ratably over four years beginning 05/02/2008.

10. Exercisable ratably over four years beginning 05/07/2009.

11. Exercisable ratably over four years beginning 05/06/2010.

12. Exercisable ratably over four years beginning 05/05/2011.

13. Exercisable ratably over four years beginning 05/04/2012.

14. Exercisable ratatbly over four years beginning 05/22/2013.

15. Exercisable ratatbly over four years beginning 05/16/2014.

	Robert V. Johnston	01/07/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.