Newfield Exploration (NFX) Form 4 NEWFIELD EXPLORATION / Lee K Boothby 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^*

Boothby Lee K

(Last) (First) (Middle)

4 WATERWAY SQUARE PLACE, SUITE 100

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWFIELD EXPLORATION CO /DE/ [ NFX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2015

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

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								4,485	I	By 401(k)
common stock	08/15/2015		M		16,425	A	$0	193,699	D
common stock	08/15/2015		M		12,232	A	$0	205,931	D
common stock	08/15/2015		M		9,808	A	$0	215,739	D
common stock(2)	08/15/2015		F		20,417	D	$35.955	195,322	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
Restricted Stock Unit	$0	08/15/2015		M			16,425	08/15/2013	02/15/2016	common stock	16,425	$0	16,425	D
Restricted Stock Unit	$0	08/15/2015		M			12,232	08/15/2015	02/15/2018	common stock	12,232	$0	36,698	D
Restricted Stock Unit	$0	08/15/2015		M			9,808	08/15/2014	02/01/2017	common stock	9,808	$0	19,615	D
Phantom Stock Unit	$0(1)	08/15/2015		M			9,808	08/15/2014	02/01/2017	common stock	9,808	$0	19,615	D
Phantom Stock Unit	$0(1)	08/15/2015		M			12,232	08/15/2015	02/15/2018	common stock	12,232	$0	36,698	D

Explanation of Responses:

1. Each share of phantom stock was the economic equivalent of one share of Newfield common stock. The reporting person settled these shares of phantom stock for cash.

2. Includes 371 shares of common stock acquired by the reporting person on June 30, 2015 pursuant to the Newfield Exploration Company Employee Stock Purchase Plan.

	/S/ Melissa L. Mong as attorney-in-fact for Lee K. Boothby	08/18/2015
	** 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).
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