David W Trice Form 4 EOG RESOURCES / David W Trice ownership change

SEC Form 4

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^*

Trice David W

(Last) (First) (Middle)

1111 BAGBY, SKY LOBBY 2

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EOG RESOURCES INC [ EOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP Exploration and Production

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	09/27/2018		A		2,952	A	$0	74,807	D
Common Stock	09/28/2018		M		9,018	A	$69.43	83,825	D
Common Stock	09/28/2018		D		4,914	D	$127.43	78,911	D
Common Stock	09/28/2018		F		1,615	D	$127.43	77,296	D
Common Stock	09/28/2018		S		2,489	D	$127.442	74,807	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Appreciation Rights	$127	09/27/2018		A		7,232		09/27/2019(1)	09/27/2025	Common Stock	7,232	$0	7,232	D
Stock Appreciation Rights	$69.43	09/28/2018		M			9,018	09/28/2016(2)	09/28/2022	Common Stock	9,018	$0	3,006	D

Explanation of Responses:

1. The SARs granted will become exercisable in increments of 33%, 33% and 34% on each of the first three anniversaries, respectively, of the September 27, 2018 date of grant. The SARs granted will become fully exercisable on September 27, 2021.

2. The SARs granted became exercisable in 25 percent increments beginning one year from the September 28, 2015 date of grant and on each of the next three grant date anniversaries. The SARs reported will become fully exercisable on September 28, 2019.

Remarks:

In addition to the reported awards, the Reporting Person also received an award of 5,905 Performance Units, effective September 27, 2018, pursuant to the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, which award is not yet reportable on Form 4.

	Vicky Strom, attorney-in-fact-for David W. Trice	10/01/2018
	** 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).
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