EOG EOG Resources Inc

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                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
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) 1/2/2020
(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	1/2/2020		J(1)		100000	D	$84.085	0	I	Via Grantor Retained Annuity Trust (2019)
Common Stock	1/2/2020		J(1)		100000	A	$84.085	634834 (2)	D
Common Stock								28700	I	Via Grantor Retained Annuity Trust (2018)

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

Explanation of Responses:
(1)	In August 2019, the Reporting Person contributed 100,000 shares of the Issuer's Common Stock to a grantor retained annuity trust (the "2019 GRAT") established for the benefit of himself and his adult children. On January 2, 2020, the Reporting Person withdrew such 100,000 shares from the 2019 GRAT and, in exchange for the shares, contributed to the 2019 GRAT cash in the aggregate amount of $8,408,500. The withdrawal of shares from the 2019 GRAT resulted in a decrease (from 100,000 to 0) in the number of shares the Reporting Person beneficially owns indirectly through the 2019 GRAT and a corresponding increase in the number of shares the Reporting Person beneficially owns directly. The Reporting Person believes that his withdrawal of shares from the 2019 GRAT constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934. This transaction did not involve any open-market sale or open-market purchase of the Issuer's Common Stock.
(2)	Includes 41,300 shares of the Issuer's Common Stock previously reported as owned indirectly through a grantor retained annuity trust (the "2018 GRAT") established by the Reporting Person for the benefit of himself and his adult children. The 41,300 shares were returned to the Reporting Person on January 2, 2020 in partial satisfaction of the 2018 GRAT's annuity obligation to the Reporting Person; this transaction did not involve any open-market sale or open-market purchase of the Issuer's Common Stock. The Reporting Person previously contributed (in December 2018) 70,000 shares of the Issuer's Common Stock to the 2018 GRAT; as noted below, the 2018 GRAT now holds 28,700 shares of the Issuer's Common Stock.

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		1/6/2020
**Signature of Reporting Person		Date