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 WPX ENERGY, INC. [ WPX ] | 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 | 01/07/2021 | D | 335,522(1) | D | (1)(2) | 0 | D | |||
| Common Stock | 01/07/2021 | D | 1,800 | D | (2) | 0 | 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 | ||||||||
| Restricted Stock Units | (3) | 01/07/2021 | D | 35,511 | (4) | (4) | Common Stock | 71,022(3)(5) | (3) | 0 | D | ||||
| Restricted Stock Units | (3) | 01/07/2021 | D | 55,205 | (6) | (6) | Common Stock | 96,608(3)(7) | (3) | 0 | D | ||||
| Restricted Stock Units | (3) | 01/07/2021 | D | 64,377 | (8) | (8) | Common Stock | 80,471(3)(9) | (3) | 0 | D | ||||
| Restricted Stock Units | (3) | 01/07/2021 | D | 34,851 | (10) | (10) | Common Stock | 43,563(3)(9) | (3) | 0 | D | ||||
| Stock Options | $18.16 | 01/07/2021 | D | 8,891 | (11) | 02/28/2022 | Common Stock | 8,891 | (12) | 0 | D | ||||
| Stock Options | $14.41 | 01/07/2021 | D | 7,812 | (11) | 03/04/2023 | Common Stock | 7,812 | (12) | 0 | D | ||||
| Stock Options | $17.47 | 01/07/2021 | D | 18,548 | (11) | 03/03/2024 | Common Stock | 18,548 | (12) | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes 136,032 shares of restricted stock of WPX (as defined in footnote 2) subject to time-based vesting which were converted into awards denominated in shares of common stock of Devon (as defined in footnote 2) based on the Exchange Ratio (as defined in footnote 2) and which will vest in accordance with the terms and conditions governing the shares of restricted stock in effect immediately before the effective time (the "Effective Time") of the Merger (as defined in footnote 2). |
| 2. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among Devon Energy Corporation ("Devon"), WPX Energy, Inc. ("WPX"), and East Merger Sub, Inc. ("Merger Sub"), upon the Effective Time of the merger of Merger Sub into WPX (the "Merger") on January 7, 2021, each share of common stock of WPX was converted into the right to receive 0.5165 shares of Devon common stock (the "Exchange Ratio"). |
| 3. WPX's performance-based restricted stock units vest using a performance measure that is based on total shareholder return with absolute and relative dependent measures. Pursuant to the Merger Agreement, the performance measure was calculated using actual results over the units' performance period with an ending value for WPX's common stock equal to the average of the stock's closing price on the five trading days immediately preceding the Effective Time. After applying this performance measure to the performance-based restricted units, these units were then converted to awards denominated as restricted stock units of Devon's common stock based on the Exchange Ratio whose sole remaining vesting criteria is time-based. |
| 4. This award vests on March 2, 2021. |
| 5. A performance measure of 200% was applied to these restricted units. |
| 6. This award vests on March 2, 2022. |
| 7. A performance measure of 175% was applied to these restricted units. |
| 8. This award vests on March 2, 2023. |
| 9. A performance measure of 125% was applied to these restricted units. |
| 10. This award vests on March 9, 2023. |
| 11. These stock options are fully vested and exercisable. |
| 12. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each option to purchase WPX common stock was converted into an option to purchase a number of shares of Devon common stock equal to the product (with the result rounded down to the nearest whole number) of (a) the number of shares of WPX common stock subject to each such WPX stock option immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (1) the exercise price per share of WPX common stock of such WPX stock option immediately prior to the Effective Time, divided by (2) the Exchange Ratio. |
| Remarks: |
| By Stephen E. Brilz, 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. | ||