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                                                                                   
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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 * Donaldson Michael P	2. Issuer Name and Ticker or Trading Symbol EOG RESOURCES INC [ EOG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) EVP, Gen. Counsel & Corp Sec
(Last)          (First)          (Middle) 1111 BAGBY, SKY LOBBY 2	3. Date of Earliest Transaction (MM/DD/YYYY) 2/11/2020
(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	2/11/2020		A		21984 (1)	A	$0	111186.327	D
Common Stock	2/11/2020		F		2832 (2)	D	$74.79	108354.327	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

Explanation of Responses:
(1)	Effective September 29, 2016, the Reporting Person received an award of 7,018 Performance Units (the "September 2016 Award") and, effective December 13, 2016, the Reporting Person received an additional award of 7,638 Performance Units (the "December 2016 Award"). The performance metric applicable to each of these awards was the Total Shareholder Return of the Issuer over a three-year performance period (January 2017 through December 2019) relative to the Total Shareholder Return of each of the Issuer's Peer Companies. Pursuant to the terms of the award agreements, between 0% and 200% of the award could be earned based on the Issuer's TSR Rank for such performance period. The Issuer's TSR Rank and applicable Performance Multiple (each as certified by the Compensation Committee of the Issuer's Board of Directors, effective February 11, 2020) was 3 and 150%, respectively. Accordingly, an additional 3,509 Performance Units have been credited to the Reporting Person in respect of the September 2016 Award, and an additional 3,819 Performance Units have been credited to the Reporting Person in respect of the December 2016 Award. Subject to the terms of the award agreement governing the September 2016 Award, (i) the 10,527 aggregate Performance Units in respect of the September 2016 Award will "cliff" vest on September 29, 2021 and (ii) the shares of the Issuer's common stock represented by such Performance Units (on a one-for-one basis) will be distributed to the Reporting Person following such vesting date. The 11,457 aggregate Performance Units in respect of the December 2016 Award "cliff" vested on February 11, 2020 and the shares of the Issuer's common stock represented by such Performance Units (on a one-for-one basis) have been distributed to the Reporting Person. Defined terms used herein have the meanings, as applicable, set forth in (1) the form of award agreement governing the September 2016 Award, which is filed as Exhibit 10.1 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed on November 3, 2016 and (2) the form of award agreement governing the December 2016 Award, which is filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed on December 19, 2016.
(2)	Relates to the vesting of 11,457 Performance Units (in respect of the December 2016 Award) on February 11, 2020.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Donaldson Michael P 1111 BAGBY, SKY LOBBY 2 HOUSTON, TX 77002			EVP, Gen. Counsel & Corp Sec

Signatures
Vicky Strom, attorney-in-fact for Michael P. Donaldson		2/12/2020
**Signature of Reporting Person		Date