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Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 8/8/19 |
Not Subject to Section 16: 1 |
Issuer: |
| Issuer CIK: 773910 |
| Issuer Name: ANADARKO PETROLEUM CORP |
| Issuer Trading Symbol: APC |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1657073 |
| | Owner Name: Ingram Mitchell W |
| Reporting Owner Address: |
| | Owner Street 1: ANADARKO PETROLEUM CORPORATION |
| | Owner Street 2: 1201 LAKE ROBBINS DRIVE |
| | Owner City: THE WOODLANDS |
| | Owner State: TX |
| | Owner ZIP Code: 77380 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: EVP, Intl, DW & Exploration |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 8/8/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 50,709 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Non Qualified Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 55.51 |
| | Transaction Date: |
| | | Value: 8/8/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 77,570 |
| | | Transaction Price Per Share: |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 11/15/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 77,570 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Non Qualified Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 48.05 |
| | Transaction Date: |
| | | Value: 8/8/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 74,234 |
| | | Transaction Price Per Share: |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 11/14/24 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Non Qualified Stock Option (Right to Buy) |
| | | Underlying Security Shares: |
| Value: 74,234 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Non Qualified Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 61.87 |
| | Transaction Date: |
| | | Value: 8/8/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 54,788 |
| | | Transaction Price Per Share: |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 11/10/23 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Non Qualified Stock Option (Right to Buy) |
| | | Underlying Security Shares: |
| Value: 54,788 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Transaction Date: |
| | | Value: 8/8/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 22,519 |
| | | Transaction Price Per Share: |
| Footnote ID: F6 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 22,519 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Transaction Date: |
| | | Value: 8/8/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 15,435 |
| | | Transaction Price Per Share: |
| Footnote ID: F6 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 15,435 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Transaction Date: |
| | | Value: 8/8/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 5,994 |
| | | Transaction Price Per Share: |
| Footnote ID: F6 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 5,994 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Dividend Equivalent Rights |
| | Conversion or Exercise Price: |
| | | Footnote ID: F7 |
| | Transaction Date: |
| | | Value: 8/8/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,082 |
| | | Transaction Price Per Share: |
| Footnote ID: F7 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F7 |
| | Expiration Date: |
| | | Footnote ID: F7 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 1,082 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: This Form 4 reports securities disposed upon the effectiveness of the acquisition of Anadarko Petroleum Corporation ("APC") by Occidental Petroleum Corporation ("OXY") on August 8, 2019, pursuant to the Agreement and Plan of Merger, dated as of May 9, 2019, by and among Occidental Petroleum Corporation, Baseball Merger Sub 1, Inc., and Anadarko Petroleum Corporation (the "Merger Agreement"). At the effective time, each outstanding share of APC common stock was converted into the right to receive $59 in cash and 0.2934 of a share of OXY common stock. |
| Footnote - F2: The option was exercisable in three annual installments beginning one year after the date of grant. |
| Footnote - F3: Pursuant to the Merger Agreement, at the effective time each outstanding stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the number of shares subject to such option multiplied by (b) the excess, if any, of (1) the sum of (i) 0.2934 multiplied by the OXY common stock closing stock price of $46.00 on August 7, 2019 plus (ii) $59 (the sum of (i) and (ii) shall be the "Option Consideration") over (2) the exercise price per share of such option. If the exercise price of an option is equal to or greater than the Option Consideration, the options were automatically cancelled for no consideration. |
| Footnote - F4: Each restricted stock unit represented a contingent right to receive one share of APC common stock. |
| Footnote - F5: The restricted stock units vest in three annual installments beginning one year after the date of grant, or upon an earlier qualifying termination of employment. |
| Footnote - F6: Pursuant to the Merger Agreement, at the effective time each outstanding restricted stock unit was converted into an OXY restricted stock/cash unit equal to (a) the number of outstanding restricted stock units multiplied by 0.2934 and (b) a cash amount equal to the number of outstanding restricted stock units multiplied by $59. The OXY restricted stock/cash unit will otherwise continue on the same terms and conditions as were applicable under such APC restricted stock unit, including any provisions for acceleration of vesting. |
| Footnote - F7: The dividend equivalent units are inclusive of all outstanding dividend equivalent units accrued on all outstanding restricted stock units as of the effective time. The dividend equivalent units vest proportionately with the restricted stock units to which they relate. Each dividend equivalent unit is the economic equivalent of one share of APC common stock. |
Remarks: |
Owner Signature: |
| Signature Name: /s/ Courtney H. Landry by power of atty. for Mitchell W. Ingram |
| Signature Date: 8/8/19 |