0000899243-20-027225.txt : 20201005 0000899243-20-027225.hdr.sgml : 20201005 20201005160235 ACCESSION NUMBER: 0000899243-20-027225 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201005 FILED AS OF DATE: 20201005 DATE AS OF CHANGE: 20201005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fisher Kenneth M. CENTRAL INDEX KEY: 0001477029 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07964 FILM NUMBER: 201223529 MAIL ADDRESS: STREET 1: NOBLE ENERGY, INC. STREET 2: 1001 NOBLE ENERGY WAY CITY: HOUSTON STATE: TX ZIP: 77070 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE ENERGY INC CENTRAL INDEX KEY: 0000072207 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 730785597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1001 NOBLE ENERGY WAY CITY: HOUSTON STATE: TX ZIP: 77070 BUSINESS PHONE: 2818723100 MAIL ADDRESS: STREET 1: 1001 NOBLE ENERGY WAY CITY: HOUSTON STATE: TX ZIP: 77070 FORMER COMPANY: FORMER CONFORMED NAME: NOBLE AFFILIATES INC DATE OF NAME CHANGE: 20020426 FORMER COMPANY: FORMER CONFORMED NAME: NOBLE AFFILIATES INC DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-10-05 1 0000072207 NOBLE ENERGY INC NBL 0001477029 Fisher Kenneth M. 1001 NOBLE ENERGY WAY HOUSTON TX 77070 0 1 0 0 Exec. VP & CFO Noble Energy, Inc. Common Stock 2020-10-05 4 D 0 170864 D 0 D Employee Stock Option Grant (Right to Buy) 45.20 2020-10-05 4 D 0 54158 D 2021-02-01 Noble Energy Inc. Common Stock 54158 0 D Employee Stock Option Grant (Right to Buy) 50.91 2020-10-05 4 D 0 57818 D 2022-02-01 Noble Energy Inc. Common Stock 57818 0 D Employee Stock Option Grant (Right to Buy) 54.60 2020-10-05 4 D 0 51802 D 2023-02-01 Noble Energy Inc. Common Stock 51802 0 D Employee Stock Option Grant (Right to Buy) 62.33 2020-10-05 4 D 0 43121 D 2024-01-31 Noble Energy Inc. Common Stock 43121 0 D Employee Stock Option Grant (Right to Buy) 47.74 2020-10-05 4 D 0 57507 D 2025-01-30 Noble Energy Inc. Common Stock 57507 0 D Employee Stock Option Grant (Right to Buy) 31.65 2020-10-05 4 D 0 75247 D 2026-02-01 Noble Energy Inc. Common Stock 75247 0 D Employee Stock Option Grant (Right to Buy) 39.46 2020-10-05 4 D 0 57817 D 2027-02-01 Noble Energy Inc. Common Stock 57817 0 D Employee Stock Option Grant (Right to Buy) 30.89 2020-10-05 4 D 0 39398 D 2028-02-01 Noble Energy Inc. Common Stock 39398 0 D Employee Stock Option Grant (Right to Buy) 22.39 2020-10-05 4 D 0 46565 D 2029-02-01 Noble Energy Inc. Common Stock 46565 0 D Performance Shares 2020-10-05 4 D 0 160217 D Noble Energy Inc. Common Stock 160217 0 D Phantom Units 2020-10-05 4 D 0 42108 D Noble Energy Inc. Common Stock 42108 0 D On October 5, 2020, pursuant to the Agreement and Plan of Merger dated as of July 20, 2020 (the "Merger Agreement"), by and among Chevron Corporation ("Chevron"), Chelsea Merger Sub Inc. ("Merger Sub") and Noble Energy, Inc. ("Noble Energy"), Merger Sub merged with and into Noble Energy (the "Merger"), with Noble Energy surviving the Merger as a direct, wholly-owned subsidiary of Chevron. Pursuant to the Merger Agreement, each share of Noble Energy common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.1191 of a share of Chevron common stock. On October 2, 2020 (the day prior to the Merger), the closing price of one share of Chevron common stock was $71.19. Pursuant to the Merger Agreement, each award of shares of restricted Noble Energy common stock, subject to vesting, repurchase or other lapse restriction solely based on continued service (a "Noble Energy RS Award"), was converted into an award, on the same terms and conditions as were applicable under such Noble Energy RS award immediately prior to the effective time of the Merger (including any provisions for acceleration) with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy RS Award immediately prior to the effective time of the Merger by (ii) 0.1191 of a share of Chevron common stock. Pursuant to the Merger Agreement, each outstanding option to purchase shares of Noble Energy common stock (a "Noble Energy Stock Option") was converted into an option to acquire, on the same terms and conditions as were applicable under such Noble Energy Stock Option immediately prior to the effective time of the Merger (including any provisions for acceleration), the number (rounded down to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy Stock Option immediately prior to the effective time of the merger by (ii) 0.1191 of a share of Chevron common stock. (Continued form Footnote 3) The exercise price per share of Chevron common stock subject to each converted option is equal to (x) the exercise price per share of Noble Energy common stock that was subject to the applicable Noble Energy Stock Option immediately prior to the effective time of the Merger divided by (y) 0.1191 (rounded up to the nearest one hundredth of a cent). This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2012. This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2013. This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2014. This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on January 31, 2015. This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on January 30, 2016. This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2017. This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2018. This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2019. This Noble Energy Stock Option provided for vesting in three equal annual installments beginning on February 1, 2020. Pursuant to the Merger Agreement, each award of notional shares of restricted Noble Energy common stock, whose vesting is conditioned in full or in part based on achievement of performance goals or metrics (a "Noble Energy PS Award") was converted into an award, on the same terms and conditions as were applicable under such Noble Energy PS Award immediately prior to the effective time of the Merger (other than any performance-based vesting conditions), (Continued form Footnote 15) with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy PS Award (assuming that any performance-based vesting conditions applicable to such Noble Energy PS award for any performance period that has not been completed as of the effective time of the Merger are achieved at the greater of "target" performance or actual performance as of such effective time) by (ii) 0.1191 of a share of Chevron common stock. Pursuant to the Merger Agreement, each phantom unit, or cash-settled restricted stock unit award of Noble Energy (each, a "Noble Energy RSU Award"), was converted into an award, on the same terms and conditions as were applicable under such Noble Energy RSU Award immediately prior to the effective time of the Merger (including any provisions for acceleration), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy RSU Award immediately prior to the effective time of the Merger by (ii) 0.1191 of a share of Chevron common stock. /s/ Rachel Clingman, attorney-in-fact for Kenneth M. Fisher 2020-10-05