0000899243-21-001849.txt : 20210113
0000899243-21-001849.hdr.sgml : 20210113
20210113160613
ACCESSION NUMBER: 0000899243-21-001849
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210107
FILED AS OF DATE: 20210113
DATE AS OF CHANGE: 20210113
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Felix Investments Holdings II, LLC
CENTRAL INDEX KEY: 0001804813
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32318
FILM NUMBER: 21526153
BUSINESS ADDRESS:
STREET 1: 1530 16TH STREET
STREET 2: SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80202
BUSINESS PHONE: (720) 974-2806
MAIL ADDRESS:
STREET 1: 1530 16TH STREET
STREET 2: SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Felix Energy Investments II, LLC
CENTRAL INDEX KEY: 0001805689
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32318
FILM NUMBER: 21526154
BUSINESS ADDRESS:
STREET 1: 1530 16TH STREET
STREET 2: SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80202
BUSINESS PHONE: (720) 974-2806
MAIL ADDRESS:
STREET 1: 1530 16TH STREET
STREET 2: SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EnCap Energy Capital Fund X, L.P.
CENTRAL INDEX KEY: 0001636722
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32318
FILM NUMBER: 21526155
BUSINESS ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 713-659-6100
MAIL ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Felix STACK Holdings, LLC
CENTRAL INDEX KEY: 0001663280
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32318
FILM NUMBER: 21526156
BUSINESS ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 713-659-6100
MAIL ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EnCap FEx Holdings, LLC
CENTRAL INDEX KEY: 0001663279
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32318
FILM NUMBER: 21526157
BUSINESS ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 713-659-6100
MAIL ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EnCap Energy Capital Fund IX, L.P.
CENTRAL INDEX KEY: 0001565683
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32318
FILM NUMBER: 21526158
BUSINESS ADDRESS:
STREET 1: 1100 LOUISIANA STREET, SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 713-659-6100
MAIL ADDRESS:
STREET 1: 1100 LOUISIANA STREET, SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EnCap Partners GP, LLC
CENTRAL INDEX KEY: 0001726182
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32318
FILM NUMBER: 21526159
BUSINESS ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 7136596100
MAIL ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: DEVON ENERGY CORP/DE
CENTRAL INDEX KEY: 0001090012
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 731567067
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 333 W. SHERIDAN AVENUE
CITY: OKLAHOMA CITY
STATE: OK
ZIP: 73102
BUSINESS PHONE: 4055528183
MAIL ADDRESS:
STREET 1: 333 W. SHERIDAN AVENUE
CITY: OKLAHOMA CITY
STATE: OK
ZIP: 73102
FORMER COMPANY:
FORMER CONFORMED NAME: DEVON DELAWARE CORP
DATE OF NAME CHANGE: 19990707
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-01-07
0
0001090012
DEVON ENERGY CORP/DE
DVN
0001804813
Felix Investments Holdings II, LLC
1530 16TH STREET, SUITE 500
DENVER
CO
80202
1
0
1
0
0001805689
Felix Energy Investments II, LLC
C/O ENCAP INVESTMENTS L.P.
1100 LOUISIANA STREET, SUITE 4900
HOUSTON
TX
77002
1
0
1
0
0001636722
EnCap Energy Capital Fund X, L.P.
C/O ENCAP INVESTMENTS L.P.
1100 LOUISIANA STREET, SUITE 4900
HOUSTON
TX
77002
1
0
1
0
0001663280
Felix STACK Holdings, LLC
C/O ENCAP INVESTMENTS L.P.
1100 LOUISIANA STREET, SUITE 4900
HOUSTON
TX
77002
1
0
1
0
0001663279
EnCap FEx Holdings, LLC
C/O ENCAP INVESTMENTS L.P.
1100 LOUISIANA STREET, SUITE 4900
HOUSTON
TX
77002
1
0
1
0
0001565683
EnCap Energy Capital Fund IX, L.P.
C/O ENCAP INVESTMENTS L.P.
1100 LOUISIANA STREET, SUITE 4900
HOUSTON
TX
77002
1
0
1
0
0001726182
EnCap Partners GP, LLC
C/O ENCAP INVESTMENTS L.P.
1100 LOUISIANA STREET, SUITE 4900
HOUSTON
TX
77002
1
0
1
0
Common Stock
88738168
D
On January 7, 2021, pursuant to the Agreement and Plan of Merger dated as of September 26, 2020 (the "Merger Agreement"), by and among WPX Energy, Inc. (the "WPX"), Devon Energy Corporation (the "Issuer") and East Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), Merger Sub merged with and into WPX (the "Merger"), with WPX surviving the Merger as a wholly owned subsidiary of the Issuer. Pursuant to the Merger Agreement, each share of common stock of the Issuer, $0.01 par value, issued and outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive 0.5165 shares of common stock of the Issuer, $0.10 par value ("Common Stock").
This report reflects 78,978,289 shares of Common Stock held of record and received by Felix Investments Holdings II, LLC ("Felix Investments") upon consummation of the Merger and 9,759,879 shares of Common Stock held of record by Felix STACK Holdings, LLC ("Felix STACK") prior to the date of the Merger.
Felix Energy Investments II, LLC ("Felix Energy") is the direct and indirect sole owner of Felix Investments. EnCap Energy Capital Fund X, L.P. ("EnCap Fund X") is a member of Felix Energy that holds the right to appoint two of the three representatives to the board of managers of Felix Energy, and pursuant to the limited liability company agreement of Felix Investments, the members of the Felix Investments board of managers are required to be comprised of the same individuals as the Felix Energy board of managers. EnCap FEx Holdings, LLC ("EnCap FEx") is a member of Felix STACK that holds the right to appoint two of the four representatives to the board of managers of Felix STACK. Each of the two representatives to the board of managers of Felix STACK appointed by EnCap FEx possesses one and one-half votes and the other two representatives to the board of managers of Felix STACK possess one vote each (for a total of five votes for all managers).
(continued from footnote 3) EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") is the sole managing member of EnCap FEx. Each of EnCap Fund IX and EnCap Fund X is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the sole general partner of EnCap Fund IX, and EnCap Equity Fund X GP, L.P. ("EnCap Fund X GP"), which is the sole general partner of EnCap Fund X.
(continued from footnote 4) Each of Felix Energy, EnCap FEx, EnCap Fund IX, EnCap Fund IX GP, EnCap Fund X, EnCap Fund X GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any Reporting Persons under its direct or indirect control. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.
(4) Signed by John D. McCready in his capacity as Chief Executive Officer of Felix Investments Holdings II, LLC. (5) Signed by John D. McCready in his capacity as Chief Executive Officer of Felix Energy Investments II, LLC. (6) Signed by D. Martin Phillips in his capacity as Manager of Felix STACK Holdings, LLC. (7) Signed by D. Martin Phillips in his capacity as Senior Managing Director of EnCap Investments GP, L.L.C., the General Partner of EnCap Investments L.P., the General Partner of EnCap Equity Fund IX GP, L.P., the General Partner of EnCap Energy Capital Fund IX, L.P., the Sole Member of EnCap FEx Holdings, LLC. (8) Signed by Douglas E. Swanson, Jr. in his capacity as Managing Director of EnCap Investments GP, L.L.C., the General Partner of EnCap Investments L.P., the General Partner of EnCap Equity Fund X GP, L.P., the General Partner of EnCap Energy Capital Fund IX, L.P. and EnCap Energy Capital Fund X, L.P. (9) Signed by Douglas E. Swanson, Jr. in his capacity as Managing Director of EnCap Partners GP, LLC.
/s/ John D. McCready (4)
2021-01-13
/s/ John D. McCready (5)
2021-01-13
/s/ D. Martin Phillips (6)
2021-01-13
/s/ D. Martin Phillips (7)
2021-01-13
/s/ Douglas E. Swanson, Jr. (8)
2021-01-13
/s/ Douglas E. Swanson, Jr. (9)
2021-01-13