| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CLAYTON WILLIAMS ENERGY INC /DE [ CWEI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/24/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.10 par value | 04/24/2017 | M | 1,584 | A | $63.11 | 1,584 | D | |||
| Common Stock, $0.10 par value | 04/24/2017 | D | 1,584 | D | (1) | 0 | D | |||
| Common Stock, $0.10 par value | 04/24/2017 | D | 58 | D | (1) | 0 | I | See note(5) | ||
| Common Stock, $0.10 par value | 04/24/2017 | D | 15,000 | D | (2) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $63.11 | 04/24/2017 | M | 1,584 | (4) | 08/31/2023 | Common Stock | 1,584 | $0 | 3,416 | D | ||||
| Stock Option (right to buy) | $63.11 | 04/24/2017 | D | 3,416(3) | (4) | 08/31/2023 | Common Stock | 34,126(3) | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 13, 2017 (the "Merger Agreement"), by and among the Issuer ("CWEI"), Noble Energy, Inc. ("Noble") and two indirect wholly owned subsidiaries of Noble, at the effective time of the merger (the "Effective Time"), each share of CWEI's common stock held by the Reporting Person converted into one of: (i) 3.7222 shares of Noble's common stock; (ii) $34.75 in cash and 2.7874 shares of Noble's common stock; or (iii) $138.39 in cash, subject to proration as provided in the Merger Agreement. |
| 2. Represents restricted shares of the CWEI's common stock ("CWEI restricted shares"). Pursuant to the Merger Agreement, at the Effective Time, each CWEI restricted share held by the Reporting Person was converted into 3.7222 restricted shares of Noble's common stock, subject to adjustments for fractional shares, if any. |
| 3. At the Effective Time, each right to purchase shares of CWEI's common stock ("CWEI common shares" and each such option, a "CWEI Option") was exchanged for a number of Noble common shares, rounded down to the nearest whole share, determined by dividing (i) the product of (A) the number of CWEI common shares subject to the CWEI Option and (B) the amount, if any, by which the per share closing price of the CWEI common shares on the business day immediately prior to the Effective Time exceeded the per share exercise price of the CWEI option by (ii) $34.672, the average per share closing price of Noble common shares over the 10 trading days immediately prior to the Effective Time. At the Effective Time, the option held by the Reporting Person was exchanged for 6,875 Noble common shares. |
| 4. The option vests in three equal annual installments beginning on August 31, 2017. |
| 5. Represents shares held in CWEI's 401(k) Plan. |
| /s/ Robert L. Thomas by Mel G. Riggs, as attorney-in-fact | 04/25/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
