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^*

CAMERON DENNIS C

(Last)

(First)

(Middle)

3500 ONE WILLIAMS CENTER

(Street)

TULSA

74172

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WPX ENERGY, INC. [ WPX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2021

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)
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	01/07/2021		D		335,522⁽¹⁾	D	⁽¹⁾⁽²⁾	0	D
Common Stock	01/07/2021		D		1,800	D	⁽²⁾	0	I	By Wife

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	01/07/2021		D			35,511	⁽⁴⁾	⁽⁴⁾	Common Stock	71,022⁽³⁾⁽⁵⁾	⁽³⁾	0	D
Restricted Stock Units	⁽³⁾	01/07/2021		D			55,205	⁽⁶⁾	⁽⁶⁾	Common Stock	96,608⁽³⁾⁽⁷⁾	⁽³⁾	0	D
Restricted Stock Units	⁽³⁾	01/07/2021		D			64,377	⁽⁸⁾	⁽⁸⁾	Common Stock	80,471⁽³⁾⁽⁹⁾	⁽³⁾	0	D
Restricted Stock Units	⁽³⁾	01/07/2021		D			34,851	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	43,563⁽³⁾⁽⁹⁾	⁽³⁾	0	D
Stock Options	$18.16	01/07/2021		D			8,891	⁽¹¹⁾	02/28/2022	Common Stock	8,891	⁽¹²⁾	0	D
Stock Options	$14.41	01/07/2021		D			7,812	⁽¹¹⁾	03/04/2023	Common Stock	7,812	⁽¹²⁾	0	D
Stock Options	$17.47	01/07/2021		D			18,548	⁽¹¹⁾	03/03/2024	Common Stock	18,548	⁽¹²⁾	0	D

Explanation of Responses:

1. Includes 136,032 shares of restricted stock of WPX (as defined in footnote 2) subject to time-based vesting which were converted into awards denominated in shares of common stock of Devon (as defined in footnote 2) based on the Exchange Ratio (as defined in footnote 2) and which will vest in accordance with the terms and conditions governing the shares of restricted stock in effect immediately before the effective time (the "Effective Time") of the Merger (as defined in footnote 2).

2. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among Devon Energy Corporation ("Devon"), WPX Energy, Inc. ("WPX"), and East Merger Sub, Inc. ("Merger Sub"), upon the Effective Time of the merger of Merger Sub into WPX (the "Merger") on January 7, 2021, each share of common stock of WPX was converted into the right to receive 0.5165 shares of Devon common stock (the "Exchange Ratio").

3. WPX's performance-based restricted stock units vest using a performance measure that is based on total shareholder return with absolute and relative dependent measures. Pursuant to the Merger Agreement, the performance measure was calculated using actual results over the units' performance period with an ending value for WPX's common stock equal to the average of the stock's closing price on the five trading days immediately preceding the Effective Time. After applying this performance measure to the performance-based restricted units, these units were then converted to awards denominated as restricted stock units of Devon's common stock based on the Exchange Ratio whose sole remaining vesting criteria is time-based.

4. This award vests on March 2, 2021.

5. A performance measure of 200% was applied to these restricted units.

6. This award vests on March 2, 2022.

7. A performance measure of 175% was applied to these restricted units.

8. This award vests on March 2, 2023.

9. A performance measure of 125% was applied to these restricted units.

10. This award vests on March 9, 2023.

11. These stock options are fully vested and exercisable.

12. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each option to purchase WPX common stock was converted into an option to purchase a number of shares of Devon common stock equal to the product (with the result rounded down to the nearest whole number) of (a) the number of shares of WPX common stock subject to each such WPX stock option immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (1) the exercise price per share of WPX common stock of such WPX stock option immediately prior to the Effective Time, divided by (2) the Exchange Ratio.

Remarks:

	By Stephen E. Brilz, Attorney-in-Fact for Dennis C. Cameron	01/11/2021
	** 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).
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