4/A 1 doc1.htm Form 4
Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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1. Name and Address of Reporting Person*
Mason, Elvis L.
2. Issuer Name and Ticker or Trading Symbol
Ocean Energy Inc   (OEI)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)      

_X_ Director                            ___ 10% Owner
___ Officer (give title below)   ___ Other (specify below)


(Last)             (First)            (Middle)

2100 McKinney Avenue
Suite 700, LB-8
3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Day/Year

04/30/2003
(Street)

Dallas, TX 75201-1803
5. If Amendment, Date of Original (Month/Day/Year)

04/25/2003
7. 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
Transactions
(Instr. 3 and 4)
6. Ownership Form:
Direct (D)
or Indirect (I)
(Instr. 4)
7. Nature of Indirect
Beneficial Ownership
(Instr. 4)
Code V Amount (A)
or
(D)
Price
Common 04/25/2003   D V 14,500 D (1) -0- D  
Common 04/25/2003   D V 11,260 D (1) -0- I (2)
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 Instructions 4(b)(v).
 
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(Over)
SEC 1474 (9-02)
FORM 4 (continued)
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 V (A) (D) Date
Exercisable
Expiration
Date
Title Amount
or
Number
of Shares
Stock Option (Right to Buy) UMC-(94D)NQ $10.3850 04/25/2003   D V   3,900   (3) 05/17/2005 Common 3,900 (3) -0- D  
Stock Option (Right to Buy) UMC-(94D)NQ $11.9240 04/25/2003   D V   3,900   (3) 04/23/2006 Common 3,900 (3) -0- D  
Stock Option (Right to Buy) UMC-(94D)NQ $22.6930 04/25/2003   D V   3,900   (3) 05/22/2007 Common 3,900 (3) -0- D  
Stock Option (Right to Buy) UMC0(94D)NQ $26.4430 04/25/2003   D V   3,900   (3) 05/21/2008 Common 3,900 (3) -0- D  
Stock Option (Right to Buy) OEI-(98)NQ $23.2600 04/25/2003   D V   25,000   (3) 03/27/2008 Common 25,000 (3) -0- D  
Stock Option (Right to Buy) OEI-(99)NQ $9.7500 04/25/2003   D V   10,000   (3) 05/25/2009 Common 10,000 (3) -0- D  
Stock Option (Right to Buy) OEI-(99)NQ $15.6875 04/25/2003   D V   6,000   (3) 05/09/2010 Common 6,000 (3) -0- D  
Stock Option (Right to Buy) OEI-(99)NQ $17.9100 04/25/2003   D V   6,000   (3) 05/09/2011 Common 6,000 (3) -0- D  
Stock Option (Right to Buy) OEI-(01)NQ $22.5800 04/25/2003   D V   6,000   (3) 05/14/2012 Common 6,000 (3) -0- D  
Explanation of Responses:

(1) Disposed of pursuant to merger agreement between Issuer ("OEI") and Devon Energy Corporation ("DVN") at an exchange rate of 0.414 shares of DVN Common Stock for each share of OEI Common Stock. The closing price of DVN Common Stock on the exchange date was $48.65.

(2) Represents share interest held in OEI Outside Directors Deferred Fee Plan as of April 25, 2003.

(3) This option was assumed by DVN in the merger. The number of shares of DVN Common Stock purchasable under the Assumed Option shall be equal to 0.414 times the number of shares of OEI Common Stock underlying the Assumed Option. The per share exercise price of the Assumed Option shall be an amount equal to the per share exercise price of the stock option being assumed divided by 0.414. The Assumed Option, to the extent not already vested, became fully vested on April 25, 2003 as a result of the Change in Control.


** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ Robert K. Reeves
**Signature of Reporting Person
Attorney-in-fact for Elvis L. Mason
04/30/2003 
Date
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