California Resources Corp — Director's Dealing 2014

Dec 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: California Resources Corp (CRC)
CIK: 0001609253
Period of Report: 2014-12-04

Reporting Person: Helm Michael S. (Vice President and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-04	Common Stock	J	63924	—	Acquired	67775	Direct
2014-12-05	Common Stock	P	5500	$6.75	Acquired	73275	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-04	Employee Stock Option (right to buy)	$8.11	A	50506	Acquired	2021-11-30	Common Stock (50506)	Direct

Footnotes

F1: Amount reflect Occidental restricted stock awards that were converted into CRC restricted stock awards effective November 30, 2014 as a result of the spin-off of CRC from Occidental that remain subject to the original time-based vesting schedules, as follows: (i) 16,479 shares will vest in two equal installments on July 21, 2015 and July 21, 2016; (ii) 17,769 shares will vest on December 31, 2016 and (iii) 29,723 shares will vest on July 8, 2017. Occidental restricted stock awards converted into CRC restricted stock awards based on the volume weighted average per share prices of Occidental and CRC common stock on the four-day trading periods ended November 28, 2014, and December 4, 2014, respectively, and certain other performance assumptions set forth in to Employee Matters Agreement between Occidental and CRC dated November 25, 2014.

F2: Stock options vest in three annual installments beginning on November 30, 2017.