EOG RESOURCES INC — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EOG RESOURCES INC (EOG)
CIK: 0000821189
Period of Report: 2016-02-22

Reporting Person: Thomas William R. (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-22	Common Stock	A	56928	—	Acquired	521475	Direct

Footnotes

F1: Effective September 25, 2012, the Reporting Person received an award of 28,464 Performance Units (as adjusted to reflect the Issuer's two-for-one stock split (in the form of a stock dividend) which was effective March 31, 2014). The performance metric applicable to the award was the Total Shareholder Return of the Issuer over a three-year performance period (January 2013 through December 2015) relative to the Total Shareholder Return of each of the Issuer's Peer Companies. Pursuant to the terms of the award agreement, between 0% and 200% of the award could be earned based on the Issuer's TSR Rank. The Issuer's TSR Rank and applicable Performance Multiple (each as certified by the Compensation Committee of the Issuer's Board of Directors, effective February 22, 2016) was 1 and 200%, respectively. Accordingly, an additional 28,464 Performance Units have been credited to the Reporting Person. Subject to the terms of the grant agreement, (i) the 56,928 aggregate Performance Units will "cliff" vest on September 25, 2017 and (ii) shares of the Issuer's common stock represented by the Performance Units (on a one-for-one basis) will be distributed to the Reporting Person following such vesting date. Defined terms used herein have the meanings set forth in the form of agreement governing the Performance Units award, which is filed as Exhibit 10.4 to the Issuer's Current Report on Form 8-K filed on October 1, 2012.