0001246360-19-000606.txt : 20190214 0001246360-19-000606.hdr.sgml : 20190214 20190214192811 ACCESSION NUMBER: 0001246360-19-000606 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: Vezza Matthew R CENTRAL INDEX KEY: 0001613160 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12534 FILM NUMBER: 19609311 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 true 0000912750 NEWFIELD EXPLORATION CO /DE/ NFX 0001613160 Vezza Matthew R 4 WATERWAY SQUARE PLACE, STE 100 THE WOODLANDS TX 77380 false true false false Regional Vice President common stock 2019-02-13 4 A false 45474 0 A 107936 D common stock 2019-02-13 4 A false 11940 0 A 119876 D common stock 2019-02-13 4 D false 78101 0 D 41775 D common stock 2019-02-13 4 D false 11940 17.36 D 29835 D common stock 2019-02-13 4 F false 20893 17.2775 D 8942 D common stock 2019-02-13 4 D false 8942 0 D 0 D 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/ Matthew R. Vezza 2019-02-14