EnCap Partners GP 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
WPX ENERGY, INC. [ WPX ]

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)
01/07/2021

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	01/07/2021		D(1)		152,910,532	D	(1)(2)	0	D(3)(4)

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^*

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 "Issuer"), Devon Energy Corporation ("Devon") and East Merger Sub, Inc., a wholly owned subsidiary of Devon ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Devon. 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 Devon, $0.10 par value ("Devon Common Stock").

2. On January 6, 2021 (the day prior to the effective time of the Merger), the closing price of one share of Devon Common Stock was $18.32.

3. Felix Investments Holdings II, LLC ("Felix Investments") was the record holder of the shares reported herein. 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.

4. (continued from footnote 3) EnCap Fund X is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"). EnCap Partners GP 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 X GP, L.P. ("EnCap Fund X GP"), which is the sole general partner of EnCap Fund X. Each of Felix Energy, EnCap Fund X, EnCap Fund X GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners and EnCap Partners GP may have been deemed to share voting or dispositive power over the reported securities. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Remarks:

This form represents an exit Form 4 due to the Merger. (5) Signed by John D. McCready in his capacity as Chief Executive Officer of Felix Investments Holdings II, LLC. (6) Signed by John D. McCready in his capacity as Chief Executive Officer of Felix Energy Investments II, LLC. (7) 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 X, L.P. (8) Signed by Douglas E. Swanson, Jr. in his capacity as Managing Director of EnCap Partners GP, LLC.

	/s/ John D. McCready (5)	01/11/2021
	/s/ John D. McCready (6)	01/11/2021
	/s/ Douglas E. Swanson, Jr. (7)	01/11/2021
	/s/ Douglas E. Swanson, Jr. (8)	01/11/2021
	** Signature of Reporting Person	Date
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