EOG RESOURCES INC — Director's Dealing 2020

Jan 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EOG RESOURCES INC (EOG)
CIK: 0000821189
Period of Report: 2020-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-02	Common Stock	J	100000	$84.085	Disposed	0	Indirect
2020-01-02	Common Stock	J	100000	$84.085	Acquired	634834	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28700	Indirect

Footnotes

F1: In August 2019, the Reporting Person contributed 100,000 shares of the Issuer's Common Stock to a grantor retained annuity trust (the "2019 GRAT") established for the benefit of himself and his adult children. On January 2, 2020, the Reporting Person withdrew such 100,000 shares from the 2019 GRAT and, in exchange for the shares, contributed to the 2019 GRAT cash in the aggregate amount of $8,408,500. The withdrawal of shares from the 2019 GRAT resulted in a decrease (from 100,000 to 0) in the number of shares the Reporting Person beneficially owns indirectly through the 2019 GRAT and a corresponding increase in the number of shares the Reporting Person beneficially owns directly. The Reporting Person believes that his withdrawal of shares from the 2019 GRAT constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934. This transaction did not involve any open-market sale or open-market purchase of the Issuer's Common Stock.

F2: Includes 41,300 shares of the Issuer's Common Stock previously reported as owned indirectly through a grantor retained annuity trust (the "2018 GRAT") established by the Reporting Person for the benefit of himself and his adult children. The 41,300 shares were returned to the Reporting Person on January 2, 2020 in partial satisfaction of the 2018 GRAT's annuity obligation to the Reporting Person; this transaction did not involve any open-market sale or open-market purchase of the Issuer's Common Stock. The Reporting Person previously contributed (in December 2018) 70,000 shares of the Issuer's Common Stock to the 2018 GRAT; as noted below, the 2018 GRAT now holds 28,700 shares of the Issuer's Common Stock.