Devon Energy (DVN) Form 4 Change in insider ownership

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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X

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^*

Felix Investments Holdings II, LLC

(Last) (First) (Middle)

1530 16TH STREET, SUITE 500

(Street)

DENVER CO 80202

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2021

4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/22/2021		S(1)		29,579,389	D	$21.05	59,158,779(1)	D(1)(4)(5)(6)
Common Stock	02/22/2021		J(2)(3)		16,058,895	D	(2)(3)	43,099,884(2)(3)	D(2)(3)(4)(5)(6)

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)
				Code	V	(A)	(D)	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 February 22, 2021, Felix Investments Holdings II, LLC ("Felix Holdings") (on behalf of EnCap Energy Capital Fund X, L.P. ("EnCap Fund X")) and Felix STACK Holdings, LLC ("Felix STACK") executed a block trade under Rule 144 pursuant to which an aggregate of 29,579,389 shares of the Issuer's common stock, $0.10 par value per share ("Common Stock"), were sold for $21.05 per share, which shares included 26,326,096 shares that were held of record by Felix Holdings and 3,253,293 shares that were held of record by Felix STACK (such sale, the "Block Trade"). As of immediately following the Block Trade, 52,652,193 of the shares of Common Stock reflected in this report were held of record by Felix Holdings and 6,506,586 of such shares were held of record by Felix STACK.

2. On February 22, 2021, following the Block Trade, Felix Holdings distributed an aggregate of 46,479,870 shares of Common Stock (the "Distributed FEI Shares") to certain of its affiliates, including Felix Energy Investments II, LLC ("Felix Investments"), and Felix STACK distributed 6,506,586 shares of Common Stock (the "Distributed FEx Shares") to EnCap FEx Holdings, LLC ("EnCap FEx"), in each case, for no consideration. As a result of such transactions and a series of subsequent distributions by such affiliates and the recipients thereof, (a) Felix Holdings retained and is record holder of 6,172,323 shares of Common Stock; (b) Felix Investments retained an indirect interest in the 6,172,323 shares of Common Stock held by Felix Holdings; (c) EnCap Fund X received and is record holder of 30,420,975 of the Distributed FEI Shares; (d) Felix STACK and EnCap FEx are no longer direct or indirect owners of any shares of Common Stock;

3. Continued from footnote (2): and (e) EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") received and is record holder of 6,506,586 of the Distributed FEx Shares.

4. Felix Investments is the direct and indirect sole owner of Felix Holdings. EnCap Fund X is a member of Felix Investments that holds the right to appoint two of the three representatives to the board of managers of Felix Investments, and pursuant to the limited liability company agreement of Felix Holdings, the members of the Felix Holdings board of managers are required to be comprised of the same individuals as the Felix Investments board of managers. 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).

5. Continued from footnote (4): 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.

6. Continued from footnote (5): Each of Felix Investments, 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:

(7) Signed by John D. McCready in his capacity as Chief Executive Officer of Felix Investments Holdings II, LLC. (8) Signed by John D. McCready in his capacity as Chief Executive Officer of Felix Energy Investments II, LLC. (9) Signed by D. Martin Phillips in his capacity as Manager of Felix STACK Holdings, LLC. (10) 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. (11) 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. (12) Signed by Douglas E. Swanson, Jr. in his capacity as Managing Director of EnCap Partners GP, LLC.

	/s/ John D. McCready (7)	02/24/2021
	/s/ John D. McCready (8)	02/24/2021
	/s/ D. Martin Phillips (9)	02/24/2021
	/s/ D. Martin Phillips (10)	02/24/2021
	/s/ Douglas E. Swanson, Jr. (11)	02/24/2021
	/s/ Douglas E. Swanson, Jr. (12)	02/24/2021
	** Signature of Reporting Person	Date
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