California Resources Corp — Director's Dealing 2016

Jul 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: California Resources Corp (CRC)
CIK: 0001609253
Period of Report: 2016-07-08

Reporting Person: Barnes Robert A. (EVP - Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-08	Common Stock, $0.01 par value	M	159	—	Acquired	1296.10	Indirect
2016-07-08	Common Stock, $0.01 par value	D	79	$12.34	Disposed	1217.10	Indirect
2016-07-08	Common Stock, $0.01 par value	F	35	$12.34	Disposed	1182.10	Indirect
2016-07-09	Common Stock, $0.01 par value	M	159	—	Acquired	1341.10	Indirect
2016-07-09	Common Stock, $0.01 par value	D	79	$12.34	Disposed	1262.10	Indirect
2016-07-09	Common Stock, $0.01 par value	F	35	$12.34	Disposed	1227.10	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-08	Long-Term Incentive Award (Right to Buy)	$0.0	M	159	Disposed	2016-07-08	Common Stock (159.0)	Indirect
2016-07-09	Long-Term Incentive Award (Right to Buy)	$0.0	M	159	Disposed	2016-07-09	Common Stock (159.0)	Indirect
2015-08-05	Phantom Stock Unit	$	A	953	Acquired	2018-08-04	Common Stock (953.0)	Indirect

Footnotes

F1: Reflects the vesting of one-third of 477 (post-split) long-term incentive units granted July 9, 2014, which were converted in the spin-off of California Resources Corporation (CRC) from Occidental Petroleum Corporation (OXY) in a manner intended to preserve the pre-spin off value of the units. Each unit was the equivalent of one share of CRC's common stock. The award pays out 50% in stock and 50% in cash. Includes 500 shares acquired under CRC's 2014 Employee Stock Purchase Plan on March 31, 2016 and June 30, 2016 (250 shares on each date).

F2: Reflects the vesting of remaining one-half of 318 (post-split) long-term incentive units granted July 10, 2013, which were converted in the spin-off CRC from Oxy in a manner intended to preserve the pre-spin off value of the units. Each unit was the equivalent of one share of CRC's common stock. The award pays out in 50% in stock and 50% in cash.

F3: Each of the Phantom Stock Units (PSUs) is the economic equivalent of one share of CRC Common Stock. The PSUs will vest in three (3) equal annual installments on August 4, 2016, 2017 and 2018.