Edgar Filing: PATINA OIL & GAS CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WENDLING MICHAEL J

2. Issuer Name and Ticker or Trading Symbol
PATINA OIL & GAS CORP [POG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice Pres. Res. Engineering

(Last)

(First)

(Middle)

1625 BROADWAY, SUITE 2000

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2005

(Street)

DENVER, CO 80202

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/16/2005		D⁽¹⁾		13,308	D	$ 0 ⁽¹⁾	0	D
Common Stock	05/16/2005		D⁽¹⁾		12,439	D	$ 0 ⁽¹⁾	0	I	401K
Common Stock	05/16/2005		D⁽¹⁾		870	D	$ 0 ⁽¹⁾	0	I	Deferred Comp. Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Incentive Stock Option (right to buy)

$ 8.25

05/16/2005

D⁽²⁾

9,628

02/19/2003

02/19/2007

Common Stock

9,628

$ 0 ⁽²⁾

Incentive Stock Option (right to buy)

$ 13.59

05/16/2005

D⁽²⁾

7,516

03/07/2004

03/07/2008

Common Stock

7,516

$ 0 ⁽²⁾

Incentive Stock Option (right to buy)

$ 25.84

05/16/2005

D⁽²⁾

4,582

03/04/2005

03/04/2009

Common Stock

4,582

$ 0 ⁽²⁾

Incentive Stock Option (right to buy)

$ 38.55

05/16/2005

D⁽²⁾

2,594

02/22/2006

02/22/2010

Common Stock

2,594

$ 0 ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 8.25

05/16/2005

D⁽²⁾

3,538

02/19/2003

02/19/2007

Common Stock

3,538

$ 0 ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 13.59

05/16/2005

D⁽²⁾

7,486

03/07/2004

03/07/2008

Common Stock

7,486

$ 0 ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 25.84

05/16/2005

D⁽²⁾

21,418

03/04/2005

03/04/2009

Common Stock

21,418

$ 0 ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 38.55

05/16/2005

D⁽²⁾

18,106

02/22/2006

02/22/2010

Common Stock

18,106

$ 0 ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WENDLING MICHAEL J 1625 BROADWAY, SUITE 2000 DENVER, CO 80202			Vice Pres. Res. Engineering

Signatures

/s/ Michael J. Wendling		05/18/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 terms of the Agreement and Plan of Merger dated as of December 15, 2005 by and among Noble Energy, Inc. ("Noble Energy"), Noble Energy Production, Inc. and Patina Oil & Gas Corporation ("Patina") (the "Merger Agreement"), at the effective time of the merger contemplated therein, each outstanding share of Patina common stock, par value $.01 per share ("Patina Common Stock") was converted into the right to receive either a number of shares of Noble Energy common stock or an amount of cash, subject to possible allocation. The value of the merger consideration to be received with respect to each share of Patina common stock will be approximately $39.34 per share for any shares of Patina common stock exchanged for cash and 0.6014 shares of Noble Energy common stock for each share of Patina common stock exchanged for Noble Energy common stock.
(2)	Pursuant to the terms of the Merger Agreement, at the effective time of the merger contemplated therein, each Patina stock option that is outstanding and unexercised immediately prior to the effective time of the merger was converted automatically into a fully vested option to purchase Noble Energy common stock. The number of shares of Noble Energy common stock subject to the Noble Energy stock option is equal to the product of the number of shares of Patina common stock subject to the Patina stock option and the exchange ratio determined pursuant to the Merger Agreement of 0.6014, rounded down to the nearest whole share. The exercise per share of Noble Energy common stock subject to the new Noble Energy stock option is equal to the exercise price per share of Patina common stock under the Patina stock option divided by the exchange ratio, rounded up to the nearest whole cent.

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