SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CAWLEY MICHAEL A

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

(Street)
HOUSTON TX 77070

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NOBLE ENERGY INC [ NBL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Noble Energy, Inc. Common Stock 02/01/2019 A 8,932(1) A $0 53,793 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Restricted shares of Noble Energy, Inc. Common Stock subject to a one-year restriction, granted under the 2015 Stock Plan for Non-Employee Directors.
/s/ Pamela L. Taylor, attorney-in-fact for Michael A. Cawley 02/04/2019
** 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 4 (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).
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LIMITED POWER OF ATTORNEY
For Executing SEC Forms 3, 4 and 5


       The undersigned hereby constitutes and appoints 
each of Pamela Taylor, Jennifer Johnson, Harry Beaudry
and Rachel Clingman 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 Form 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
17th day of December 2018.




                          /s/ Michael A. Cawley
                          Michael A. Cawley