X0306 4 2020-10-05 1 0000072207 NOBLE ENERGY INC NBL 0000935356 EDELMAN THOMAS J 1001 NOBLE ENERGY WAY HOUSTON TX 77070 1 0 0 0 Noble Energy, Inc. Common Stock 2020-10-05 4 D 0 3178400 D 0 D Noble Energy, Inc. Common Stock 2020-10-05 4 D 0 20000 D 0 I By Spouse Noble Energy, Inc. Common Stock 2020-10-05 4 D 0 20000 D 0 I By Trust for Eleanor Edelman Noble Energy, Inc. Common Stock 2020-10-05 4 D 0 20000 D 0 I By Trust for Elizabeth Edelman Noble Energy, Inc. Common Stock 2020-10-05 4 D 0 40000 D 0 I Descendants Trust Noble Energy, Inc. Common Stock 2020-10-05 4 D 0 60000 D 0 I Edelman Business Ventures Non-employee Director Stock Option Grant (Right to Buy) 44.57 2020-10-05 4 D 0 5600 D 2012-02-01 2021-02-01 Noble Energy Inc. Common Stock 5600 0 D Non-employee Director Stock Option Grant (Right to Buy) 50.91 2020-10-05 4 D 0 5028 D 2013-02-01 2022-02-01 Noble Energy Inc. Common Stock 5028 0 D Non-employee Director Stock Option Grant (Right to Buy) 54.60 2020-10-05 4 D 0 4710 D 2014-02-01 2023-02-01 Noble Energy Inc. Common Stock 4710 0 D Non-employee Director Stock Option Grant (Right to Buy) 62.33 2020-10-05 4 D 0 4011 D 2015-01-31 2024-01-31 Noble Energy Inc. Common Stock 4011 0 D Non-employee Director Stock Option Grant (Right to Buy) 47.74 2020-10-05 4 D 0 5350 D 2016-01-30 2025-01-30 Noble Energy Inc. Common Stock 5350 0 D Non-employee Director Stock Option Grant (Right to Buy) 31.65 2020-10-05 4 D 0 9900 D 2017-02-01 2026-02-01 Noble Energy Inc. Common Stock 9900 0 D Non-employee Director Stock Option Grant (Right to Buy) 39.46 2020-10-05 4 D 0 7541 D 2018-02-01 2027-02-01 Noble Energy Inc. Common Stock 7541 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 from 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). Shares held indirectly in Eleanor Edelman 2011 Trust for which Mr. Edelman is trustee. Shares held indirectly in Elizabeth Eleanor 2011 Trust for which Mr. Edelman is trustee. Shares held indirectly in Descendants Trust for which Mr. Edelman is trustee. /s/ Rachel Clingman, attorney-in-fact for Thomas J. Edelman 2020-10-05