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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qualified Stock Option (right to buy) | $ 20.255 | 07/20/2015 | D | 5,000 (2) | 09/12/2008 | 09/12/2018 | Common Stock | 5,000 (2) | (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FITZGERALD MATTHEW D 1111 BAGBY SUITE 1600 HOUSTON, TX 77002 |
X |
/s/ Pamela Taylor, Attorney-in-Fact for Matthew D. Fitzgerald | 07/21/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2015, by and among the Issuer (hereinafter, "Rosetta"), Noble Energy, Inc. ("Noble") and an indirect wholly owned subsidiary of Noble, at the effective time of the merger (the "Effective Time"), each share of the Rosetta common stock held by the Reporting Person converted into 0.542 shares of Noble common stock having a market value of $36.97 per share at the Effective Time, subject to adjustments for fractional shares, if any. |
(2) | At the Effective Time, options for the right to purchase Rosetta common stock (each, a "Rosetta Option") converted into the right to purchase (on the same terms and conditions as applicable to such Rosetta Option immediately prior to the Effective Time), the number of shares of Noble common stock determined by multiplying the number of shares of Rosetta common stock subject to such Rosetta Option by 0.542, at an exercise price per each share of Noble common stock equal to the per share exercise price for the shares of Rosetta common stock otherwise purchasable pursuant to each Rosetta Option immediately prior to the Effective Time divided by 0.542. The option was assumed by Noble in the merger and replaced with an option to purchase 2,710 shares of Noble common stock at an exercise price of $37.371 per share. |