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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
OCCIDENTAL PETROLEUM CORP /DE/ [ OXY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/08/2019 | A | 4,148 | A | (1) | 4,148 | D | |||
Common Stock | 08/08/2019 | A(2)(3) | 9,549 | A | $0(2)(3) | 13,697 | 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. This Form 4 reports securities acquired upon the effectiveness of the acquisition of Anadarko Petroleum Corporation ("APC") by Occidental Petroleum Corporation ("OXY") on August 8, 2019, pursuant to the Agreement and Plan of Merger, dated as of May 9, 2019, by and among OXY, Baseball Merger Sub 1, Inc. and APC (the "Merger Agreement"). At the effective time of the merger, each outstanding share of APC common stock was converted into the right to receive $59 in cash (without interest) and 0.2934 of a share of OXY common stock, plus cash in lieu of any fractional OXY shares that otherwise would have been issued. The OXY common stock acquired by the Reporting Person as a result of the merger is reported above. |
2. Each OXY restricted stock unit reported above represents a contingent right to receive one share of OXY common stock. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding APC restricted stock unit award was converted into an OXY restricted stock/cash unit award with respect to (a) a number of OXY shares equal to the number of APC shares covered by the outstanding APC restricted stock unit, multiplied by 0.2934 (which product is reported in the table above), and (b) a cash amount equal to the number of APC shares covered by the outstanding APC restricted stock unit, multiplied by $59. |
3. The OXY restricted stock/cash unit award will otherwise continue on the same vesting and other terms and conditions as were applicable under such APC restricted stock unit. 613 OXY restricted stock units, which includes 21 accrued dividend equivalent units, vest on November 10, 2019, 1,678 OXY restricted stock units, which includes 50 accrued dividend equivalent units, vest in two equal annual installments beginning on November 14, 2019, 2,354 OXY restricted stock units, which includes 42 accrued dividend equivalent units, vest in three equal annual installments beginning on November 15, 2019 and 4,904 OXY restricted stock units, which includes 162 accrued dividend equivalent units, vest on November 10, 2020 (or, in each case, upon an earlier qualifying termination of employment). The OXY restricted stock units acquired by the Reporting Person as a result of the merger are reported above. |
/s/ Jenarae N. Garland, Attorney-in-Fact for Christopher O. Champion | 08/12/2019 | |
** 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 4 (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. |