Statement of Changes in Beneficial Ownership (4)

Date : 08/14/2018 @ 2:59PM
Source : Edgar (US Regulatory)
Stock : Eog Resources, Inc. (EOG)
Quote : 120.21  0.76 (0.64%) @ 2:03PM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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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
                      

1. Name and Address of Reporting Person *

Thomas William R.
2. Issuer Name and Ticker or Trading Symbol

EOG RESOURCES INC [ EOG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & CEO
(Last)          (First)          (Middle)

1111 BAGBY, SKY LOBBY 2
3. Date of Earliest Transaction (MM/DD/YYYY)

8/10/2018
(Street)

HOUSTON, TX 77002
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/10/2018     M    142820   A $41.715   755519   D    
Common Stock   8/10/2018     D    48731   D $122.26   706788   D    
Common Stock   8/10/2018     F    37024   D $122.26   669764   D    
Common Stock   8/10/2018     S    57065   D $122.3588   (1) 612699   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   $41.715   8/10/2018     M         142820    9/21/2012   (2) 9/21/2018   Common Stock   142820   $0   0   D    

Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $121.86 to $122.74, inclusive. The Reporting Person undertakes to provide to EOG Resources, Inc., any security holder of EOG Resources, Inc. or the Staff of the United States Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(2)  The SARs became exercisable in 25 percent increments beginning one year from the September 21, 2011 date of grant and on each of the next three grant date anniversaries. The SARs became fully exercisable on September 21, 2015.

Remarks:
On August 10, 2018, the Reporting Person exercised, in full, the grant of 142,820 stock-settled stock appreciation rights (SARs) awarded to him effective September 21, 2011. This grant was scheduled to expire on September 21, 2018. 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 48,731 shares to the Issuer to account for the award price of the grant and (2) the withholding of 37,024 shares in payment of applicable taxes, the Reporting Person sold the remaining 57,065 shares in multiple, open-market transactions as further described in footnote 1.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Thomas William R.
1111 BAGBY, SKY LOBBY 2
HOUSTON, TX 77002
X
Chairman & CEO

Signatures
Vicky Strom, Attorney-in-fact for William R. Thomas 8/14/2018
** 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).
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 control number.

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