EOG RESOURCES INC — Director's Dealing 2015

May 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EOG RESOURCES INC (EOG)
CIK: 0000821189
Period of Report: 2015-05-21

Reporting Person: Donaldson Michael P (VP, General Counsel & Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-21	Common Stock	M	1766	$46.055	Acquired	57435.21	Direct
2015-05-21	Common Stock	D	893	$91.10	Disposed	56542.21	Direct
2015-05-21	Common Stock	F	239	$91.10	Disposed	56303.21	Direct
2015-05-21	Common Stock	M	1000	$41.715	Acquired	57303.21	Direct
2015-05-21	Common Stock	D	458	$91.10	Disposed	56845.21	Direct
2015-05-21	Common Stock	F	149	$91.10	Disposed	56696.21	Direct
2015-05-21	Common Stock	S	1027	$91.111	Disposed	55669.21	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-21	Stock Appreciation Rights	$46.055	M	1766	Disposed	2017-09-24	Common Stock (1766)	Direct
2015-05-21	Stock Appreciation Rights	$41.715	M	1000	Disposed	2018-09-21	Common Stock (1000)	Direct

Footnotes

F1: The SARs became exercisable in 25 percent increments beginning one year from the September 24, 2010 date of grant and on each of the next three grant date anniversaries. The SARs became fully exercisable on September 24, 2014.

F2: The SARs became exercisable in 25 percent increments beginning one year from the September 21, 2011 date of grant and on each of the next three grant date anniversaries. The SARs will become fully exercisable on September 21, 2015.