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

Role: Director
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: May 25, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PDCE	Common Stock	Disposed to Issuer		-46.5K	-100%		0	Aug 7, 2023	Direct	F1
transaction	PDCE	Restricted Stock Units	Disposed to Issuer		-3.21K	-100%		0	Aug 7, 2023	Direct	F2

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

Mark E. Ellis 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 granted to a non-employee member of the Board of Directors of PDC, whether or not vested (each a "PDC RSU Award"), was cancelled and converted into the right to receive 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.

Content

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.

Pursuant to the Merger Agreement, each award of restricted stock units of PDC granted to a non-employee member of the Board of Directors of PDC, whether or not vested (each a "PDC RSU Award"), was cancelled and converted into the right to receive 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.