0000899243-19-021526.txt : 20190809
0000899243-19-021526.hdr.sgml : 20190809
20190809204036
ACCESSION NUMBER: 0000899243-19-021526
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: McMillian Amanda M.
CENTRAL INDEX KEY: 0001464892
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08968
FILM NUMBER: 191014250
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
0001464892
McMillian Amanda M.
ANADARKO PETROLEUM CORPORATION
1201 LAKE ROBBINS DRIVE
THE WOODLANDS
TX
77380
0
1
0
0
EVP and General Counsel
Common Stock
2019-08-08
4
D
0
18771
D
0
D
Common Stock
2019-08-08
4
D
0
121
D
0
I
401(k) Plan
Non Qualified Stock Option (Right to Buy)
55.51
2019-08-08
4
D
0
46542
D
2025-11-15
Common Stock
46542
0
D
Non Qualified Stock Option (Right to Buy)
48.05
2019-08-08
4
D
0
46709
D
2024-11-14
Common Stock
46709
0
D
Non Qualified Stock Option (Right to Buy)
61.87
2019-08-08
4
D
0
20684
D
2023-11-10
Common Stock
20684
0
D
Non Qualified Stock Option (Right to Buy)
69.00
2019-08-08
4
D
0
27308
D
2022-10-26
Common Stock
27308
0
D
Non Qualified Stock Option (Right to Buy)
93.51
2019-08-08
4
D
0
11973
D
2021-11-06
Common Stock
11973
0
D
Non Qualified Stock Option (Right to Buy)
92.02
2019-08-08
4
D
0
9424
D
2020-11-06
Common Stock
9424
0
D
Non Qualified Stock Option (Right to Buy)
87.98
2019-08-08
4
D
0
1614
D
2020-06-07
Common Stock
1614
0
D
Restricted Stock Units
2019-08-08
4
D
0
13512
D
Common Stock
13512
0
D
Restricted Stock Units
2019-08-08
4
D
0
6937
D
Common Stock
6937
0
D
Restricted Stock Units
2019-08-08
4
D
0
16163
D
Common Stock
16163
0
D
Restricted Stock Units
2019-08-08
4
D
0
2425
D
Common Stock
2425
0
D
Dividend Equivalent Right
2019-08-08
4
D
0
1092
D
Common Stock
1092
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 restricted stock units vest four years after the date of grant or upon an earlier qualifying termination of employment.
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 Amanda M. McMillian
2019-08-08