EOG RESOURCES INC — Director's Dealing 2012

Sep 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EOG RESOURCES INC (EOG)
CIK: 0000821189
Period of Report: 2012-09-07

Reporting Person: THOMAS GARY L (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-07	Common Stock	M	100000	$19.50	Acquired	653824.575	Direct
2012-09-07	Common Stock	M	65000	$60.99	Acquired	718824.575	Direct
2012-09-07	Common Stock	D	35120.039	$112.88	Disposed	683704.536	Direct
2012-09-07	Common Stock	F	10891.961	$112.88	Disposed	672812.575	Direct
2012-09-07	Common Stock	S	117600	$112.586	Disposed	555212.575	Direct
2012-09-07	Common Stock	A	25.299	$112.88	Acquired	555237.874	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-07	Employee Non-qualified Stock Options (Right to Buy)	$19.50	M	100000	Disposed	2013-08-06	Common Stock (100000)	Direct
2012-09-07	Stock Appreciation Rights	$60.99	M	65000	Disposed	2013-09-20	Common Stock (65000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5767	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.40 to $112.89, inclusive. The reporting person undertakes to provide EOG Resources, Inc., any security holder of EOG Resources, Inc. or the Staff of the United States Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2: The options became exercisable in 20 percent increments beginning on the date of grant and on each of the next four grant date anniversaries.

F3: The SARs became exercisable in 25 percent increments beginning one year from the date of grant and on each of the next three grant date anniversaries.