0001209191-21-003091.txt : 20210111
0001209191-21-003091.hdr.sgml : 20210111
20210111190004
ACCESSION NUMBER: 0001209191-21-003091
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210107
FILED AS OF DATE: 20210111
DATE AS OF CHANGE: 20210111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gaspar Clay M
CENTRAL INDEX KEY: 0001555889
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35322
FILM NUMBER: 21522000
MAIL ADDRESS:
STREET 1: ONE WILLIAMS CENTER
STREET 2: SUITE 3800
CITY: TULSA
STATE: OK
ZIP: 74172
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: WPX ENERGY, INC.
CENTRAL INDEX KEY: 0001518832
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 451836028
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE WILLIAMS CENTER
CITY: TULSA
STATE: OK
ZIP: 74172
BUSINESS PHONE: 918-573-2000
MAIL ADDRESS:
STREET 1: ONE WILLIAMS CENTER
CITY: TULSA
STATE: OK
ZIP: 74172
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-01-07
1
0001518832
WPX ENERGY, INC.
WPX
0001555889
Gaspar Clay M
3500 ONE WILLIAMS CENTER
TULSA
OK
74172
0
1
0
0
President and COO
Common Stock
2021-01-07
4
D
0
940442
D
0
D
Restricted Stock Units
2021-01-07
4
D
0
127840
D
Common Stock
255680
0
D
Restricted Stock Units
2021-01-07
4
D
0
156151
D
Common Stock
273264
0
D
Restricted Stock Units
2021-01-07
4
D
0
195708
D
Common Stock
244635
0
D
Restricted Stock Units
2021-01-07
4
D
0
88289
D
Common Stock
110361
0
D
Includes 288,161 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).
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").
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.
This award vests on March 2, 2021.
A performance measure of 200% was applied to these restricted units.
This award vests on March 2, 2022.
A performance measure of 175% was applied to these restricted units.
This award vests on March 2, 2023.
A performance measure of 125% was applied to these restricted units.
This award vests on March 9, 2023.
By Stephen E. Brilz, Attorney-in-Fact for Clay M. Gaspar
2021-01-11