Statement of Changes in Beneficial Ownership (4)
August 28 2017 - 8:56AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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THOMAS GARY L
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2. Issuer Name
and
Ticker or Trading Symbol
EOG RESOURCES INC
[
EOG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and COO
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(Last)
(First)
(Middle)
1111 BAGBY, SKY LOBBY 2
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/25/2017
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(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/25/2017
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M
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150150
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A
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$46.055
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1194297.952
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D
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Common Stock
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8/25/2017
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D
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81557
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D
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$84.79
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1112740.952
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D
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Common Stock
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8/25/2017
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F
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28560
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D
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$84.79
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1084180.952
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D
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Common Stock
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11534.842
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I
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401(k) Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Appreciation Rights
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$46.055
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8/25/2017
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M
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150150
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9/24/2011
(1)
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9/24/2017
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Common Stock
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150150
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$0
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0
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D
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Explanation of Responses:
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(1)
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The SARs became exercisable in 25 percent increments beginning one year from the September 24, 2010 date of grant and on each of the next three grant date anniversaries. The SARs became fully exercisable on September 24, 2014.
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Remarks:
Note: On August 25, 2017, the Reporting Person exercised, in full, the grant of 150,150 stock-settled stock appreciation rights (SARs) awarded to him effective September 24, 2010. This grant was scheduled to expire on September 24, 2017. Pursuant to the terms of the grant, the exercise of the SARs was settled in shares of the Issuer's Common Stock. After (1) the deemed disposition of 81,557 shares to the Issuer to account for the award price of the grant and (2) the withholding of 28,560 shares in payment of applicable taxes, the Reporting Person received 40,033 shares of the Issuer's Common Stock, which he continues to hold. This exercise did not involve any open-market sale of the Issuer's Common Stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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THOMAS GARY L
1111 BAGBY, SKY LOBBY 2
HOUSTON, TX 77002
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President and COO
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Signatures
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Michele Hatz, attorney-in-fact for Gary L. Thomas
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8/28/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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