Noble Energy (NBL) Form 4 NOBLE ENERGY / THOMAS J EDELMAN 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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X

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^*

EDELMAN THOMAS J

(Last) (First) (Middle)

1001 NOBLE ENERGY WAY

(Street)

HOUSTON TX 77070

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NOBLE ENERGY INC [ NBL ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2020

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
Noble Energy, Inc. Common Stock	10/05/2020		D		3,178,400	D	(1)(2)	0	D
Noble Energy, Inc. Common Stock	10/05/2020		D		20,000	D	(1)(2)	0	I	By Spouse
Noble Energy, Inc. Common Stock	10/05/2020		D		20,000	D	(1)(2)	0	I	By Trust for Eleanor Edelman(5)
Noble Energy, Inc. Common Stock	10/05/2020		D		20,000	D	(1)(2)	0	I	By Trust for Elizabeth Edelman(6)
Noble Energy, Inc. Common Stock	10/05/2020		D		40,000	D	(1)(2)	0	I	Descendants Trust(7)
Noble Energy, Inc. Common Stock	10/05/2020		D		60,000	D	(1)(2)	0	I	Edelman Business Ventures

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
Non-employee Director Stock Option Grant (Right to Buy)	$44.57	10/05/2020		D			5,600	02/01/2012	02/01/2021	Noble Energy Inc. Common Stock	5,600	(3)(4)	0	D
Non-employee Director Stock Option Grant (Right to Buy)	$50.91	10/05/2020		D			5,028	02/01/2013	02/01/2022	Noble Energy Inc. Common Stock	5,028	(3)(4)	0	D
Non-employee Director Stock Option Grant (Right to Buy)	$54.6	10/05/2020		D			4,710	02/01/2014	02/01/2023	Noble Energy Inc. Common Stock	4,710	(3)(4)	0	D
Non-employee Director Stock Option Grant (Right to Buy)	$62.33	10/05/2020		D			4,011	01/31/2015	01/31/2024	Noble Energy Inc. Common Stock	4,011	(3)(4)	0	D
Non-employee Director Stock Option Grant (Right to Buy)	$47.74	10/05/2020		D			5,350	01/30/2016	01/30/2025	Noble Energy Inc. Common Stock	5,350	(3)(4)	0	D
Non-employee Director Stock Option Grant (Right to Buy)	$31.65	10/05/2020		D			9,900	02/01/2017	02/01/2026	Noble Energy Inc. Common Stock	9,900	(3)(4)	0	D
Non-employee Director Stock Option Grant (Right to Buy)	$39.46	10/05/2020		D			7,541	02/01/2018	02/01/2027	Noble Energy Inc. Common Stock	7,541	(3)(4)	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. (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).

5. Shares held indirectly in Eleanor Edelman 2011 Trust for which Mr. Edelman is trustee.

6. Shares held indirectly in Elizabeth Eleanor 2011 Trust for which Mr. Edelman is trustee.

7. Shares held indirectly in Descendants Trust for which Mr. Edelman is trustee.

Remarks:

	/s/ Rachel Clingman, attorney-in-fact for Thomas J. Edelman	10/05/2020
	** Signature of Reporting Person	Date
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