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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DEVON ENERGY CORP/DE [ DVN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/07/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 103,036 | A | (1) | 103,036 | D | |||
| Common Stock(2) | 01/07/2021 | A | 19,009 | A | (2) | 122,045 | D | |||
| Common Stock(3) | 01/07/2021 | A | 33,251 | A | (3) | 155,296 | D | |||
| Common Stock(4) | 01/07/2021 | A | 18,001 | A | (4) | 173,297 | D | |||
| Common Stock(5) | 01/07/2021 | A | 36,683 | A | (5) | 209,980 | D | |||
| Common Stock(6) | 01/07/2021 | A | 49,898 | A | (6) | 259,878 | D | |||
| Common Stock(7) | 01/07/2021 | A | 41,563 | A | (7) | 301,441 | D | |||
| Common Stock(8) | 01/07/2021 | A | 22,500 | A | (8) | 323,941 | D | |||
| Common Stock(1) | 01/07/2021 | A | 929 | A | (1) | 929 | I | By Wife | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Options | $35.16 | 01/07/2021 | A | 4,592 | (9) | 02/28/2022 | Common Stock | 4,592 | (9) | 4,592 | D | ||||
| Stock Options | $27.9 | 01/07/2021 | A | 4,034 | (10) | 03/04/2023 | Common Stock | 4,034 | (10) | 4,034 | D | ||||
| Stock Options | $33.82 | 01/07/2021 | A | 9,580 | (11) | 03/03/2024 | Common Stock | 9,580 | (11) | 9,580 | D | ||||
| 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 19,009 shares of Devon Common Stock, which will vest in the following increments: 9,504 on March 2, 2021 and 9,505 on March 2, 2022. |
| 3. The WPX RSAs granted to the reporting person on March 2, 2020 were converted into 33,251 shares of Devon Common Stock, which will vest in the following increments: 11,083 on March 2, 2021, 11,084 on March 2, 2022, and 11,084 on March 2, 2023. |
| 4. The WPX RSAs granted to the reporting person on March 9, 2020 were converted into 18,001 shares of Devon Common Stock, which will vest in the following increments: 6,000 on March 9, 2021, 6,000 on March 9, 2022, and 6,001 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 36,683 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 49,898 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 41,563 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 22,500 Devon RSUs, which will vest on March 9, 2023. |
| 9. On the Closing Date, each stock option issued under a WPX benefit plan (''Stock Option'') was converted into an option to purchase a number of shares of Devon Common Stock in accordance with the Merger Agreement, and the Stock Options granted to the reporting person on February 28, 2012 were converted into an option to purchase 4,592 shares of Devon Common Stock at an exercise price of $35.16. The Stock Options vested in one-third increments on February 28 of 2013, 2014 and 2015. |
| 10. The Stock Options granted to the reporting person on March 4, 2013 were converted into an option to purchase 4,034 shares of Devon Common Stock at an exercise price of $27.90. The Stock Options vested in one-third increments on March 4 of 2014, 2015 and 2016. |
| 11. The Stock Options granted to the reporting person on March 3, 2014 were converted into an option to purchase 9,580 shares of Devon Common Stock at an exercise price of $33.82. The Stock Options vested in one-third increments on March 3 of 2015, 2016 and 2017. |
| Remarks: |
| /s/ Edward T. Highberger, Attorney-in-Fact for Dennis C. Cameron | 01/11/2021 | |
| ** Signature of Reporting Person | Date | |
| 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 Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||