0000899243-19-021522.txt : 20190809
0000899243-19-021522.hdr.sgml : 20190809
20190809203719
ACCESSION NUMBER: 0000899243-19-021522
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190808
FILED AS OF DATE: 20190809
DATE AS OF CHANGE: 20190809
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WALKER R A
CENTRAL INDEX KEY: 0001018198
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08968
FILM NUMBER: 191014246
MAIL ADDRESS:
STREET 1: 1201 LAKE ROBBINS DRIVE
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ANADARKO PETROLEUM CORP
CENTRAL INDEX KEY: 0000773910
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 760146568
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1201 LAKE ROBBINS DRIVE
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380-1046
BUSINESS PHONE: 832-636-1000
MAIL ADDRESS:
STREET 1: 1201 LAKE ROBBINS DR.
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-08-08
1
0000773910
ANADARKO PETROLEUM CORP
APC
0001018198
WALKER R A
ANADARKO PETROLEUM CORPORATION
1201 LAKE ROBBINS DRIVE
THE WOODLANDS
TX
77380
1
1
0
0
Chairman & CEO
Common Stock
2019-08-08
4
D
0
229694
D
0
D
Common Stock
2019-08-08
4
D
0
108000
D
0
I
By LLC
Non Qualified Stock Option (Right to Buy)
55.51
2019-08-08
4
D
0
172205
D
2025-11-15
Common Stock
172205
0
D
Non Qualified Stock Option (Right to Buy)
48.05
2019-08-08
4
D
0
185166
D
2024-11-14
Common Stock
185166
0
D
Non Qualified Stock Option (Right to Buy)
61.87
2019-08-08
4
D
0
136661
D
2023-11-10
Common Stock
136661
0
D
Non Qualified Stock Option (Right to Buy)
69.00
2019-08-08
4
D
0
154615
D
2022-10-26
Common Stock
154615
0
D
Non Qualified Stock Option (Right to Buy)
93.51
2019-08-08
4
D
0
118005
D
2021-11-06
Common Stock
118005
0
D
Non Qualified Stock Option (Right to Buy)
92.02
2019-08-08
4
D
0
148378
D
2020-11-06
Common Stock
148378
0
D
Non Qualified Stock Option (Right to Buy)
70.70
2019-08-08
4
D
0
169600
D
2019-11-05
Common Stock
169600
0
D
Restricted Stock Units
2019-08-08
4
D
0
49991
D
Common Stock
49991
0
D
Restricted Stock Units
2019-08-08
4
D
0
38502
D
Common Stock
38502
0
D
Restricted Stock Units
2019-08-08
4
D
0
14951
D
Common Stock
14951
0
D
Dividend Equivalent Rights
2019-08-08
4
D
0
2587
D
Common Stock
2587
0
D
This Form 4 reports securities disposed 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 Occidental Petroleum Corporation, Baseball Merger Sub 1, Inc., and Anadarko Petroleum Corporation (the "Merger Agreement"). At the effective time, each outstanding share of APC common stock was converted into the right to receive $59 in cash and 0.2934 of a share of OXY common stock.
The option was exercisable in three annual installments beginning one year after the date of grant.
Pursuant to the Merger Agreement, at the effective time each outstanding stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the number of shares subject to such option multiplied by (b) the excess, if any, of (1) the sum of (i) 0.2934 multiplied by the OXY common stock closing stock price of $46.00 on August 7, 2019 plus (ii) $59 (the sum of (i) and (ii) shall be the "Option Consideration") over (2)the exercise price per share of such option. If the exercise price of an option is equal to or greater than the Option Consideration, the options were automatically cancelled for no consideration.
Each restricted stock unit represented a contingent right to receive one share of APC common stock.
The restricted stock units vest in three annual installments beginning one year after the date of grant, or upon an earlier qualifying termination of employment.
Pursuant to the Merger Agreement, at the effective time each outstanding restricted stock unit was converted into an OXY restricted stock/cash unit equal to (a) the number of outstanding restricted stock units multiplied by 0.2934 and (b) a cash amount equal to the number of outstanding restricted stock units multiplied by $59. The OXY restricted stock/cash unit will otherwise continue on the same terms and conditions as were applicable under such APC restricted stock unit, including any provisions for acceleration of vesting.
The dividend equivalent units are inclusive of all outstanding dividend equivalent units accrued on all outstanding restricted stock units as of the effective time. The dividend equivalent units vest proportionately with the restricted stock units to which they relate. Each dividend equivalent unit is the economic equivalent of one share of APC common stock.
/s/ Courtney H. Landry by power of atty. for R. A. Walker
2019-08-08