Apache Form 3 APACHE / Timothy J Sullivan ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sullivan Timothy J

(Last) (First) (Middle)

2000 POST OAK BLVD.

SUITE 100

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2015

3. Issuer Name and Ticker or Trading Symbol
APACHE CORP [ APA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP - Operations Support

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,128.974	D
Common Stock	22.934	I	Held by Trustee 401(k) Plan
Common Stock	152.591	I	Held by Trustee NQ Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units(1)	(2)	(2)	Common Stock	3,309.1649	0(1)	D
Restricted Stock / Units(3)	(5)	(5)	Common Stock	12,850	0(4)	D
Option (Buy $74.10)(3)	(6)	05/02/2017	Common Stock	3,200	74.1	D
Option (Buy $82.55)(3)	(7)	05/06/2019	Common Stock	1,370	82.55	D
Option (Buy $99.30)(3)	(8)	05/05/2020	Common Stock	2,089	99.3	D
Option (Buy $126.61)(3)	(9)	05/04/2021	Common Stock	1,851	126.61	D
Option (Buy $82.63)(3)	(10)	05/22/2022	Common Stock	2,601	82.63	D
Option - Buy $80.89(3)	(11)	05/16/2023	Common Stock	18,992	80.89	D
Bus Perf (2014 Prgrm)(3)	(12)	(12)	Common Stock	5,736	(4)	D

Explanation of Responses:

1. One share of Apache common stock for each phantom stock unit.

2. Deferred stock units - pursuant to deferred compensation provisions of Apache's Deferred Delivery Plan.

3. With tandem tax withholding right

4. One share of Apache common stock for each restricted stock unit.

5. Restricted stock units granted under employer plan. The units vest ratably over four years beginning one year from the date of grant.

6. Exercisable ratably over four years beginning 05/02/2008.

7. Exercisable ratably over four years beginning 05/06/2010.

8. Exercisable ratably over four years beginning 05/05/2011.

9. Exercisable ratably over four years beginning 05/04/2012.

10. Exercisable ratatbly over four years beginning 05/22/2013.

11. Exercisable ratatbly over four years beginning 05/16/2014.

12. 2014 Business Performance Program under 2011 Omnibus Equity Compensation Plan with performance period ended 12/31/2014. Final number of RSUs determined 02/18/2015, with vesting 50% as of 12/31/2016 and 50% as of 12/31/2017. Data received from the plan administrator on 02/20/2015.

	Timothy J. Sullivan	06/10/2015
	** 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 5 (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.
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