Clay M Gaspar Form 4/A DEVON ENERGY / Clay M Gaspar ownership change

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^*

Gaspar Clay M

(Last) (First) (Middle)

333 W. SHERIDAN AVE.

(Street)

OKLAHOMA CITY OK 73102

(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)

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/11/2021

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	01/07/2021		A		336,902	A	(1)	336,902	D
Common Stock(2)	01/07/2021		A		35,845	A	(2)	372,747	D
Common Stock(3)	01/07/2021		A		67,389	A	(3)	440,136	D
Common Stock(4)	01/07/2021		A		45,601	A	(4)	485,737	D
Common Stock(5)	01/07/2021		A		132,059	A	(5)	617,796	D
Common Stock(6)	01/07/2021		A		141,141	A	(6)	758,937	D
Common Stock(7)	01/07/2021		A		126,354	A	(7)	885,291	D
Common Stock(8)	01/07/2021		A		57,001	A	(8)	942,292	D

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

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of September 26, 2020, by and among Devon Energy Corporation ("Devon"), East Merger Sub, Inc. and WPX Energy, Inc. ("WPX") (the "Merger Agreement"), on January 7, 2021 (the "Closing Date"), WPX became a wholly owned subsidiary of Devon. Pursuant to the Merger Agreement, on the Closing Date, each share of WPX Common Stock held by the reporting person was converted automatically into 0.5165 shares of Devon Common Stock.

2. Pursuant to the Merger Agreement, on the Closing Date, each restricted stock award under a WPX benefit plan ("WPX RSA") was converted into 0.5165 shares of Devon Common Stock. The same terms and conditions applicable to WPX RSAs before the conversion will continue to apply. The WPX RSAs granted to the reporting person on March 1, 2019 were converted into 35,845 shares of Devon Common Stock, which will vest in the following increments: 17,922 on March 2, 2021, and 17,923 on March 2, 2022.

3. The WPX RSAs granted to the reporting person on March 2, 2020 were converted into 67,389 shares of Devon Common Stock, which will vest in the following increments: 22,463 on March 2, 2021, 22,463 on March 2, 2022, and 22,463 on March 2, 2023.

4. The WPX RSAs granted to the reporting person on March 9, 2020 were converted into 45,601 shares of Devon Common Stock, which will vest in the following increments: 15,200 on March 9, 2021, 15,200 on March 9, 2022, and 15,201 on March 9, 2023

5. Pursuant to the Merger Agreement, on the Closing Date, each performance-based WPX restricted stock unit ("WPX RSU") was converted into 0.5165 Devon restricted stock unit ("Devon RSU"), with each Devon RSU representing a contingent right to receive a share of Devon Common Stock. The same terms and conditions applicable to WPX RSUs before the conversion will continue to apply, except for any performance-based vesting conditions. The WPX RSUs granted to the reporting person on March 2, 2018 were converted into 132,059 Devon RSUs, which will vest on March 2, 2021.

6. The WPX RSUs granted to the reporting person on March 1, 2019 were converted into 141,141 Devon RSUs, which will vest on March 2, 2022.

7. The WPX RSUs granted to the reporting person on March 2, 2020 were converted into 126,354 Devon RSUs, which will vest on March 2, 2023.

8. The WPX RSUs granted to the reporting person on March 9, 2020 were converted into 57,001 Devon RSUs, which will vest on March 9, 2023.

Remarks:

The Form 4 filed by the reporting person on January 11, 2021 reported the conversion of certain shares of WPX Common Stock previously held by the reporting person into 336,903 shares of Devon Common Stock. The actual number of shares of Devon Common Stock acquired by the reporting person with respect to such shares of WPX Common Stock was 336,902. This Form 4 is being amended to reflect such change in share amount.

	/s/ Edward T. Highberger, Attorney-in-Fact for Clay M. Gaspar	03/03/2021
	** Signature of Reporting Person	Date
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