EOG RESOURCES INC — Director's Dealing 2018

Feb 14, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EOG RESOURCES INC (EOG)
CIK: 0000821189
Period of Report: 2018-02-12

Reporting Person: THOMAS GARY L (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-12	Common Stock	A	41228	—	Acquired	1047773.797	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11534.842	Indirect

Footnotes

F1: Effective September 29, 2014, the Reporting Person received an award of 20,614 Performance Units. The performance metric applicable to the award was the Total Shareholder Return of the Issuer over a three-year performance period (January 2015 through December 2017) 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 12, 2018) was 1 and 200%, respectively. Accordingly, an additional 20,614 Performance Units have been credited to the Reporting Person. Subject to the terms of the award agreement, (i) the 41,228 aggregate Performance Units will "cliff" vest on September 29, 2019 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 10.1 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 4, 2014.