California Resources Corp — Director's Dealing 2016

Jun 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: California Resources Corp (CRC)
CIK: 0001609253
Period of Report: 2016-05-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-27	Common Stock	A	273438	—	Acquired	409166.972	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-27	Phantom Stock Unit	$	A	18750	Acquired	2019-05-26	Common Stock (18750.0)	Indirect

Footnotes

F1: On May 31, 2016, CRC conducted a 1 for 10 reverse stock split. Share amounts reported on this Form 4 do not reflect that split.

F2: Grant of Restricted Stock Units (RSUs) pursuant to California Resources Corporation's Long-Term Incentive Plan.

F3: The RSUs will vest in three (3) equal annual installments on May 26, 2017, 2018 and 2019.

F4: Includes 83.133 shares distributed on March 24, 2016 as a dividend from Occidental Petroleum Corporation and 2,500 shares acquired pursuant to CRC's 2014 Employee Stock Purchase Plan on March 31, 2016. Includes 3.839 shares distributed to Mr. Barnes' wife on March 24, 2016 as a dividend from Occidental Petroleum Corporation and 3,304 aggregate shares acquired to Mr. Barnes' wife pursuant to CRC's 2014 Employee Stock Purchase Plan on September 30, 2015 and December 31, 2015.

F5: Each PSU is the economic equivalent of one share of CRC Common Stock subject to the limits noted in Footnote 4.

F6: The Phantom Stock Units (PSUs) will vest in three (3) equal annual installments on May 26, 2017, 2018, 2019, subject to a minimum payment equal to $0.80 per unit and a maximum payment equal to $3.20 per unit.