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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol OCCIDENTAL PETROLEUM CORP /DE/ [ OXY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/04/2022 | ||||||||||||||||||||||||||
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 | 08/04/2022 | P | 2,231,566 | A | $57.8028(1) | 183,916,357 | I | See footnotes(2)(3)(4)(5) | ||
Common Stock | 08/04/2022 | P | 2,243,809 | A | $58.6078(6) | 186,160,166 | I | See footnotes(2)(3)(4)(5) | ||
Common Stock | 08/05/2022 | P | 114,661 | A | $57.326(7) | 186,274,827 | I | See footnotes(2)(3)(4)(5) | ||
Common Stock | 08/05/2022 | P | 436,862 | A | $58.5066(8) | 186,711,689 | I | See footnotes(2)(3)(4)(5) | ||
Common Stock | 08/05/2022 | P | 1,116,751 | A | $59.0869(9) | 187,828,440 | I | See footnotes(2)(3)(4)(5) | ||
Common Stock | 08/08/2022 | P | 152,551 | A | $58.8123(10) | 187,980,991 | I | See footnotes(2)(3)(4)(5) | ||
Common Stock | 08/08/2022 | P | 385,469 | A | $60.0162(11) | 188,366,460 | I | See footnotes(2)(3)(4)(5) | ||
Series A Preferred Stock | 100,000 | I | See footnotes(4)(5)(12) |
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 | ||||||||
Warrants to Purchase Shares of Common Stock | $59.624(13) | (14) | (14) | Common Stock | 83,858,848.81(13) | 83,858,848.81(13) | I | See Footnotes(4)(5)(15) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $57.2650 to $58.2600. The Reporting Persons undertake to provide Occidental Petroleum Corporation ("Occidental"), any security holder of Occidental, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 1 to this Form 4. |
2. The shares of the issuer's common stock reported on this form are held by Berkshire Hathaway Inc. ("Berkshire") indirectly through the following Berkshire subsidiaries: Berkshire Hathaway Life Insurance Company of Nebraska (10,363,000), Berkshire Hathaway Specialty Insurance Company (4,729,000), Columbia Insurance Company (57,992,040), Mount Vernon Fire Insurance Company (2,364,500), National Fire & Marine Insurance Company (6,441,650), United States Liability Insurance Company (2,364,500), Government Employees Insurance Company (18,102,616), GEICO Advantage Insurance Company (4,070,000), GEICO Choice Insurance Company (1,829,000), GEICO Marine Insurance Company (245,000), GEICO Secure Insurance Company (8,563,100), |
3. (Continued from footnote 2) National Indemnity Company (55,296,254), Medical Protective Company (6,945,000), Berkshire Hathaway Homestate Insurance Company (4,402,000), Redwood Fire & Casualty Insurance Company (2,918,000), MLMIC Insurance Company (1,328,000), Old United Casualty Company (342,000), and U.S. Underwriters Insurance Company (70,800). |
4. As Berkshire is in the chain of ownership of each subsidiary listed, it may be deemed presently to both beneficially own and have a pecuniary interest in all shares and derivative securities, as applicable, presently directly owned by such subsidiaries. Warren E. Buffett, as the controlling stockholder of Berkshire, may be deemed presently to beneficially own, but only to the extent he has a pecuniary interest in, the shares and derivative securities, as applicable, presently owned by each of these subsidiaries. Mr. Buffett disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. In addition, in order to avoid double counting, all shares and derivative securities, as applicable, reported as being owned by each subsidiary listed only reflect shares or derivative securities, as applicable, that are owned directly by such subsidiary, |
5. (Continued from footnote 4) and do not reflect any shares that such subsidiary may be deemed to beneficially own by virtue of ownership or control of any other subsidiary otherwise reported on this form. |
6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $58.2650 to $59.0000. The Reporting Persons undertake to provide Occidental, any security holder of Occidental, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 6 to this Form 4. |
7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $56.8800 to $57.8750. The Reporting Persons undertake to provide Occidental, any security holder of Occidental, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 7 to this Form 4. |
8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $57.8800 to $58.8750. The Reporting Persons undertake to provide Occidental, any security holder of Occidental, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 8 to this Form 4. |
9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $58.8800 to $59.5000. The Reporting Persons undertake to provide Occidental, any security holder of Occidental, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 9 to this Form 4. |
10. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $58.4300 to $59.0000. The Reporting Persons undertake to provide Occidental, any security holder of Occidental, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 10 to this Form 4. |
11. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $59.8950 to $60.0950. The Reporting Persons undertake to provide Occidental, any security holder of Occidental, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 11 to this Form 4. |
12. The shares of the issuer's preferred stock reported on this form were issued on August 8, 2019 and are held by Berkshire indirectly through the following Berkshire subsidiaries: Berkshire Hathaway Life Insurance Company of Nebraska (3,600), Berkshire Hathaway Specialty Insurance Company (2,000), Columbia Insurance Company (12,650), Government Employees Insurance Company (32,500), GEICO Indemnity Company (10,000), GEICO Casualty Company (3,900), BHG Life Insurance Company (7,000), National Indemnity Company (16,700), General Reinsurance Corporation (4,119), Gen Re Life Corporation (2,331), General Star Indemnity Company (300), Medical Protective Company (3,000), Princeton Insurance Company (150), AmGUARD Insurance Company (250), NorGUARD Insurance Company (300), EastGUARD Insurance Company (100), WestGUARD Insurance Company (100), and Berkshire Hathaway Assurance Corporation (1,000). |
13. The warrants contain provisions that adjust the exercise price and the number of shares of the issuer's common stock issuable on exercise upon the occurrence of certain events. As such, the exercise price and the number of shares of the issuer's common stock issuable on exercise as reported on this form are subject to change upon the occurrence of future events in accordance with the terms of the warrants. The warrants were initially for 80,000,000 shares with an initial exercise price of $62.50 per share. On June 26, 2020, the issuer's board of directors declared a distribution to its common shareholders of warrants to purchase additional shares of common stock, which distribution resulted in an anti-dilution adjustment to the warrants, which lowered the exercise price to $59.624 and increased the number of shares issuable on exercise of the warrants to 83,858,848.81. |
14. The warrants were issued on August 8, 2019 and are exercisable at the applicable holder's option, in whole or in part, until the first anniversary of the date on which no shares of the issuer's series A preferred stock remain outstanding, at which time the warrants expire. |
15. The warrants to purchase the issuer's common stock reported on this form are held by Berkshire indirectly through the following Berkshire subsidiaries: Berkshire Hathaway Life Insurance Company of Nebraska (3,018,918.56), Berkshire Hathaway Specialty Insurance Company (1,677,176.98), Columbia Insurance Company (10,608,144.37), Government Employees Insurance Company (27,254,125.86), GEICO Indemnity Company (8,385,884.88), GEICO Casualty Company (3,270,495.10), BHG Life Insurance Company (5,870,119.42), and National Indemnity Company (23,773,983.64). |
Remarks: |
/s/ Warren E. Buffett, on behalf of himself and each other reporting person hereunder | 08/08/2022 | |
** 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. |