0001246360-19-000603.txt : 20190214
0001246360-19-000603.hdr.sgml : 20190214
20190214185612
ACCESSION NUMBER: 0001246360-19-000603
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190213
FILED AS OF DATE: 20190214
DATE AS OF CHANGE: 20190214
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Jasek John H
CENTRAL INDEX KEY: 0001380434
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12534
FILM NUMBER: 19609165
MAIL ADDRESS:
STREET 1: 4 WATERWAY SQUARE PLACE
STREET 2: SUITE 100
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NEWFIELD EXPLORATION CO /DE/
CENTRAL INDEX KEY: 0000912750
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 721133047
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4 WATERWAY SQUARE PLACE
STREET 2: SUITE 100
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 281-210-5100
MAIL ADDRESS:
STREET 1: 4 WATERWAY SQUARE PLACE
STREET 2: SUITE 100
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
4
1
form.xml
PRIMARY DOCUMENT
X0306
4
2019-02-13
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0000912750
NEWFIELD EXPLORATION CO /DE/
NFX
0001380434
Jasek John H
4 WATERWAY SQUARE PLACE, SUITE 100
THE WOODLANDS
TX
77380
false
true
false
false
Sr. Vice President-Operations
common stock
2019-02-13
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common stock
2019-02-13
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common stock
2019-02-13
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common stock
2019-02-13
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common stock
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On February 13, 2019, pursuant to the Agreement and Plan of Merger dated as of October 31, 2018 (Merger Agreement), by and among Encana Corporation (Encana), Neapolitan Merger Corp. (Merger Sub), and Newfield Exploration Company (Newfield), Merger Sub merged with and into Newfield (Merger) with Newfield surviving the Merger as a wholly-owned subsidiary of Encana. Pursuant to the Merger Agreement, upon consummation of the transactions contemplated therein, each performance stock unit was deemed to have been achieved at maximum levels by the reporting person based upon certification by the Compensation Committee.
Pursuant to the Merger Agreement, upon consummation of the transactions contemplated therein, all outstanding Newfield time-based restricted stock units with a cash settlement feature were cancelled and each holder was entitled to receive, on a fully vested basis, for each such restricted stock unit, a cash payment of equivalent value to the merger consideration, as described in the Merger Agreement, based on the volume weighted averages of the trading price of Encana common shares on each of the five consecutive trading days ending on the trading day that is three trading days prior to the Effective Time of the Merger. The settlement value of each cash settled restricted stock unit was $17.36.
Pursuant to the Merger Agreement, upon consummation of the transactions contemplated therein, each share of Newfield common stock issued and outstanding was converted into the right to receive 2.6719 Encana common shares.
Pursuant to the Merger Agreement, upon consummation of the transactions contemplated therein, the outstanding awards of Newfield stock-settled restricted stock units were cancelled and each holder of such restricted stock units were entitled to receive, on a fully-vested basis for each such restricted stock unit, the merger consideration, as described in the Merger Agreement and in note (3) above. There was no purchase price.
/s/ John H. Jasek
2019-02-14