EOG RESOURCES INC — Director's Dealing 2020

Feb 13, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EOG RESOURCES INC (EOG)
CIK: 0000821189
Period of Report: 2020-02-11

Reporting Person: Donaldson Michael P (EVP, Gen. Counsel & Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-11	Common Stock	A	21984	—	Acquired	111186.327	Direct
2020-02-11	Common Stock	F	2832	$74.79	Disposed	108354.327	Direct

Footnotes

F1: Effective September 29, 2016, the Reporting Person received an award of 7,018 Performance Units (the "September 2016 Award") and, effective December 13, 2016, the Reporting Person received an additional award of 7,638 Performance Units (the "December 2016 Award"). The performance metric applicable to each of these awards was the Total Shareholder Return of the Issuer over a three-year performance period (January 2017 through December 2019) relative to the Total Shareholder Return of each of the Issuer's Peer Companies. Pursuant to the terms of the award agreements, between 0% and 200% of the award could be earned based on the Issuer's TSR Rank for such performance period.

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 11, 2020) was 3 and 150%, respectively. Accordingly, an additional 3,509 Performance Units have been credited to the Reporting Person in respect of the September 2016 Award, and an additional 3,819 Performance Units have been credited to the Reporting Person in respect of the December 2016 Award. Subject to the terms of the award agreement governing the September 2016 Award, (i) the 10,527 aggregate Performance Units in respect of the September 2016 Award will "cliff" vest on September 29, 2021 and (ii) the shares of the Issuer's common stock represented by such Performance Units (on a one-for-one basis) will be distributed to the Reporting Person following such vesting date. The 11,457 aggregate Performance Units in respect of the December 2016 Award "cliff" vested on February 11, 2020 and the shares of the Issuer's common stock represented by such Performance Units (on a one-for-one basis) have been distributed to the Reporting Person.

Defined terms used herein have the meanings, as applicable, set forth in (1) the form of award agreement governing the September 2016 Award, which is filed as Exhibit 10.1 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed on November 3, 2016 and (2) the form of award agreement governing the December 2016 Award, which is filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed on December 19, 2016.

F2: Relates to the vesting of 11,457 Performance Units (in respect of the December 2016 Award) on February 11, 2020.