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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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 *

EDELMAN THOMAS J
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)
(Last)          (First)          (Middle)

1001 NOBLE ENERGY WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

12/23/2019
(Street)

HOUSTON, TX 77070
(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
Noble Energy, Inc. Common Stock 12/23/2019  J(1)  200000 D$0 0 I Deferred Comp. Plans 
Noble Energy, Inc. Common Stock 12/23/2019  J(1)  200000 A$0 3368284 D  
Noble Energy, Inc. Common Stock 12/23/2019  S(2)  200000 D$23.9819 (3)3168284 D  
Noble Energy, Inc. Common Stock         20000 I By Spouse 
Noble Energy, Inc. Common Stock         20000 I By Trust for Eleanor Edelman (4)
Noble Energy, Inc. Common Stock         20000 I By Trust for Elizabeth Eleanor (5)
Noble Energy, Inc. Common Stock         40000 I Descendants Trust (6)
Noble Energy, Inc. Common Stock         60000 I Edelman Business Ventures 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This filing reflects a change in the form of beneficial ownership of 200,000 shares of Noble Energy, Inc. Common Stock as a result of a distribution of such shares to the reporting person under a deferred compensation plan.
(2) The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
(3) This transaction was executed in multiple trades from $23.48 to $24.38. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(4) Shares held indirectly in Eleanor Edelman 2011 Trust for which Mr. Edelman is trustee.
(5) Shares held indirectly in Elizabeth Eleanor 2011 Trust for which Mr. Edelman is trustee.
(6) Shares held indirectly in Descendants Trust for which Mr. Edelman is trustee.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
EDELMAN THOMAS J
1001 NOBLE ENERGY WAY
HOUSTON, TX 77070
X



Signatures
/s/ Rachel Clingman, attorney-in-fact for Thomas J. Edleman12/23/2019
**Signature of Reporting PersonDate

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