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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option / (Richt to Buy) | $ 39.65 | 08/10/2005 | D | 5,367 | (5) | 05/21/2011(4) | Common Stock / $1.00 Par Value (1) | 5,367 | (4) | 0 | D | ||||
| Stock Option / (Right to Buy) | $ 37.2 | 08/10/2005 | D | 1,907 | (6) | 05/01/2012(4) | Common Stock / $1.00 Par Value (1) | 1,907 | (4) | 0 | D | ||||
| Stock Option / (Right to Buy) | $ 27.615 | 08/10/2005 | D | 3,003 | (7) | 05/01/2013(4) | Common Stock / $1.00 Par Value (1) | 3,003 | (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WHITMAN MARLNA V N UNOCAL CORPORATION 2141 ROSECRANS AVE, STE 4000 EL SEGUNDO, CA 90245 |
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| Paul R. Moore, Asst Secretary, Attorney-In-Fact | 08/12/2005 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the Agreement and Plan of Merger among Unocal Corporation, Chevron Corporation and Blue Merger Sub Inc. (the "Merger Agreement"), each share of Unocal Corporation Common Stock issued and outstanding immediately prior to the effectiveness of the merger on August 10, 2005 (the "Merger"), together with the Preferred Stock Purchase Rights attached thereto, was converted into the right to receive the merger consideration specified in the Merger Agreement. |
| (2) | Stock Units credited for voluntary deferral of director fees under the 2004 Directors' Deferred Compensation and Restricted Stock Unit Award Plan (the "Directors' Plan"). |
| (3) | In connection with the Merger, the reporting person is entitled to receive merger consideration in both cash and/or stock of Chevron Corporation for Unocal stock owned, subject to election and proration. Based on a press release issued by Chevron on August 10, 2005 announcing preliminary results of elections for merger consideration, and valuing Chevron shares at the closing price of $62.48 on August 10, 2005, the estimated value of the merger consideration to be received by the reporting person in exchange for the 11,429 Unocal shares owned by the reporting person is between $735,506 and $771,171, depending upon the election made and the final election and proration results.In connection with the Merger, each of the 9,660.2597 Director Units owned by the reporting person under the Directors' Plan was converted into Chevron Shares or Chevron Director Units, depending on the reporting person's distribution elections, at the ratio of 1.068831 Chevron shares or units for each Unocal Unit. |
| (4) | This option was assumed by Chevron Corporation pursuant to the Merger Agreement, and converted into an option to purchase a revised number of Chevron Corporation common shares (determined by multiplying the number of shares of Unocal Common Stock subject to the option by the Stock Award Exchange Ratio, rounded down to the nearest whole share) at a new exercise price (determined by dividing the exercise price per share of Unocal Common Stock subject to the option by the Stock Award Exchange Ratio, rounded up to the nearest one hundredth of a cent). The Stock Award Exchange Ratio is 1.0688331. The new option expiration date is changed to 8-10-2008. |
| (5) | The option vested and became exercisable 33 1/3% on the day before the annual meeting of stockholders on each of the first 3 years after the date of grant |
| (6) | The option became 50% exercisable on 5/1/2003 and the remaining 50% became exercisable on 5/1/2004 |
| (7) | The option became 50% exercisable on May 1, 2004 and 50% exercisable on May 1, 2005. |