Devon Energy (DVN) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Felix Investments Holdings II, LLC

(Last) (First) (Middle)

1530 16TH STREET, SUITE 500

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/07/2021

3. Issuer Name and Ticker or Trading Symbol
DEVON ENERGY CORP/DE [ DVN ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	88,738,168(1)	D(2)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Felix Investments Holdings II, LLC

(Last) (First) (Middle)

1530 16TH STREET, SUITE 500

(Street)

DENVER CO 80202

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Felix Energy Investments II, LLC

(Last) (First) (Middle)

C/O ENCAP INVESTMENTS L.P.

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnCap Energy Capital Fund X, L.P.

(Last) (First) (Middle)

C/O ENCAP INVESTMENTS L.P.

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Felix STACK Holdings, LLC

(Last) (First) (Middle)

C/O ENCAP INVESTMENTS L.P.

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnCap FEx Holdings, LLC

(Last) (First) (Middle)

C/O ENCAP INVESTMENTS L.P.

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnCap Energy Capital Fund IX, L.P.

(Last) (First) (Middle)

C/O ENCAP INVESTMENTS L.P.

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnCap Partners GP, LLC

(Last) (First) (Middle)

C/O ENCAP INVESTMENTS L.P.

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. 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").

2. 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.

3. 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).

4. (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.

5. (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.

Remarks:

(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)	01/13/2021
	/s/ John D. McCready (5)	01/13/2021
	/s/ D. Martin Phillips (6)	01/13/2021
	/s/ D. Martin Phillips (7)	01/13/2021
	/s/ Douglas E. Swanson, Jr. (8)	01/13/2021
	/s/ Douglas E. Swanson, Jr. (9)	01/13/2021
	** Signature of Reporting Person	Date
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