Sandra E. Jacoby - Aug 7, 2023 Form 4 Insider Report for PDC ENERGY, INC. (PDCE)

Role: SVP, Corporate Administration
Signature: /s/ Nicole L. Martinet, by power of attorney
Stock symbol: PDCE
Transactions as of: Aug 7, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/7/2023, 12:58 PM
Previous filing: Jul 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PDCE	Common Stock	Disposed to Issuer		-3.64K	-100%		0	Aug 7, 2023	Direct	F1
transaction	PDCE	Restricted Stock Units	Disposed to Issuer		-8.37K	-100%		0	Aug 7, 2023	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PDCE	Performance Shares (2023)	Disposed to Issuer		-2.46K	-100%		0	Aug 7, 2023	PDC Common Stock	2.46K		Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Sandra E. Jacoby is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On August 7, 2023, pursuant to the Agreement and Plan of Merger dated as of May 21, 2023 (the "Merger Agreement"), by and among Chevron Corporation ("Chevron"), Bronco Merger Sub Inc. ("Merger Sub") and PDC Energy, Inc. ("PDC"), Merger Sub merged with and into PDC (the "Merger"), with PDC surviving the Merger as a direct, wholly-owned subsidiary of Chevron. Pursuant to the Merger Agreement, each share of PDC common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.4638 of a share of Chevron common stock. On August 4, 2023 (the day prior to the Merger), the closing price of one share of Chevron common stock was $159.31.
F2	Pursuant to the Merger Agreement, each award of restricted stock units of PDC other than awards held by non-employee members of the Board of Directors of PDC, whether or not vested (each a "PDC RSU Award"), was converted into a restricted stock unit award, on the same terms and conditions as were applicable under such PDC RSU Award immediately prior to the effective time of the Merger (including any provisions for acceleration) with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC RSU Award immediately prior to the effective time of the Merger by (ii) 0.4638.
F3	Each PDC PSU Award represented a contingent right to receive a share of PDC common stock based upon certain performance goals or metrics. The amount reported represented the "target" number.
F4	Pursuant to the Merger Agreement, each PDC PSU Award granted in 2022 or 2023 was converted into an award, on the same terms and conditions as were applicable under such PDC PSU Award immediately prior to the effective time of the Merger (other than any performance-based vesting conditions), with respect to the number (rounded to the nearest whole number) of shares of Chevron common stock determined by multiplying (i) the number of shares of PDC common stock subject to such PDC PSU Award immediately prior to the effective time of the Merger (with the performance-based vesting conditions applicable to such PDC PSU Award determined in accordance with the terms of the Merger Agreement, which performance was determined to be 233% of target for PDC PSU Awards granted in 2022 and 240% of target for PDC PSU Awards granted in 2023) by (ii) 0.4638.