SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Walker Thomas Hodge

(Last) (First) (Middle)
1001 NOBLE ENERGY WAY

(Street)
HOUSTON TX 77070

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2018
3. Issuer Name and Ticker or Trading Symbol
NOBLE ENERGY INC [ NBL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, U.S. Onshore
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Noble Energy, Inc. Common Stock 41,578 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option Grant (Right to Buy) (1) 01/30/2019 Noble Energy, Inc. Common Stock 6,268 25.1025 D
Employee Stock Option Grant (Right to Buy) (1) 02/01/2020 Noble Energy, Inc. Common Stock 4,470 37.545 D
Employee Stock Option Grant (Right to Buy) (1) 02/01/2021 Noble Energy, Inc. Common Stock 4,852 45.2025 D
Employee Stock Option Grant (Right to Buy) (1) 02/01/2022 Noble Energy, Inc. Common Stock 4,958 50.91 D
Employee Stock Option Grant (Right to Buy) (1) 02/01/2023 Noble Energy, Inc. Common Stock 6,316 54.595 D
Employee Stock Option Grant (Right to Buy) (1) 01/31/2024 Noble Energy, Inc. Common Stock 4,491 62.33 D
Employee Stock Option Grant (Right to Buy) (1) 01/30/2025 Noble Energy, Inc. Common Stock 12,034 47.74 D
Employee Stock Option Grant (Right to Buy) (1) 02/01/2026 Noble Energy, Inc. Common Stock 17,244 31.65 D
Phantom Unit 02/01/2019 02/01/2019 Noble Energy, Inc. Common Stock 5,502 (2) D
Employee Stock Option Grant (Right to Buy) (1) 02/01/2027 Noble Energy, Inc. Common Stock 10,055 39.46 D
Employee Stock Option Grant (Right to Buy) (3) 02/01/2028 Noble Energy, Inc. Common Stock 14,326 30.89 D
Explanation of Responses:
1. The option is exercisable in three equal annual installments beginning one year after the date of grant.
2. Each phantom unit is the economic equivalent of one share of Noble Energy, Inc. Common Stock, to be settled in cash upon vesting and subject to a maximum settlement value of $126.60 per unit plus the equivalent value of accrued and unpaid dividends. Phantom units were granted under the 1992 Plan and will vest three years after the date of grant upon, and subject to a formula related to, the Company's achievement of certain levels of total shareholder return (TSR) relative to a pre-determined industry peer group.
3. The option is exercisable in three equal annual installments beginning one year after the date of grant, granted under the 2017 Plan.
/s/ Aaron G. Carlson, Attorney-in-Fact 02/21/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
LIMITED POWER OF ATTORNEY
	For Executing SEC Forms 3, 4 and 5


       The undersigned hereby constitutes and appoints 
each of Aaron G. Carlson, Pamela L. Taylor and Harry R. 
Beaudry signing singly, as the undersigned's true and 
lawful attorneys-in-fact to:

(1)	execute for and on behalf of the undersigned,
in the undersigned's capacity as a director or officer  
of Noble Energy, Inc. (the "Company"), SEC Forms 3, 4 
and 5 and amendments thereto in accordance with 
Section 16(a) of the Securities Exchange Act of 1934,
as amended, and the rules promulgated thereunder;

(2)	do and perform any and all acts for and on 
behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4
or 5 or amendment thereto and timely file such form
with the United States Securities and Exchange Commission
(the "SEC") and any stock exchange or similar authority; and

(3)	take any other action of any type whatsoever 
which in the opinion of such attorney-in-fact, may be 
of benefit to, in the best interest of, or legally 
required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Limited
Power of Attorney shall be in such form and shall 
contain such terms
 and conditions as such 
attorney-in-fact may approve in his or her discretion.

       The undersigned hereby grants to each such 
attorney-in-fact full power and authority to do and perform  
any and every act and thing whatsoever requisite, necessary 
or proper to be done in the exercise of any of the rights and 
powers herein granted, as fully to all intents and purposes as 
the undersigned might or could do if personally present, with 
full power of substitution or revocation, hereby ratifying and 
confirming all that such attorney-in-fact, or his or her  
substitute or substitutes, shall lawfully do or cause to be done 
by virtue of this Limited Power of Attorney and the rights and  
powers herein granted.  The undersigned acknowledges that the 
foregoing attorneys-in-fact, in serving in such capacity at the 
request of the undersigned, are not assuming, nor is the 
Company assuming, any of the undersigned's responsibilities 
to comply with Section 16 of the Securities Exchange Act of 
1934.

       This Limited Power of Attorney shall remain in full 
force and effect until the undersigned is no longer required to 
file SEC Forms 3, 4 and 5 with respect to the undersigned's 
holdings of and transactions in securities relating to the 
Company, unless earlier revoked by the undersigned in a 
signed writing delivered to the foregoing attorneys-in-fact.
This Limited Power of Attorney revokes, replaces and 
supercedes all prior Limited Powers of Attorney related to
the filing of SEC Forms 3, 4 and 5 with respect to the 
undersigned's holdings and transactions in securities
relating to the Company.
       
       IN WITNESS WHEREOF, the undersigned has caused this
Limited Power of Attorney to be executed effective as of the
15th day of February 2018.




                          /s/ Thomas H. Walker
                          Thomas H. Walker