SEC FORM 4

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^*

RANDALL JACK P

(Last)

(First)

(Middle)

10001 WOODLOCH FOREST DRIVE, SUITE 225

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XTO ENERGY INC [ XTO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/25/2010		M		17,702⁽¹⁾	A	$6.7034⁽¹⁾	65,025	D
Common Stock	05/25/2010		M		17,702⁽²⁾	A	$7.0678⁽²⁾	82,727	D
Common Stock	05/25/2010		M		20,805⁽³⁾	A	$19.1641⁽³⁾	103,532	D
Common Stock	05/25/2010		M		2,291⁽⁴⁾	A	$30.6856⁽⁴⁾	105,823	D
Common Stock								1,500	I	IRA Account
Common Stock								2,900	I	Spouse's IRA Account

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy) 1998 Plan	$6.7034⁽¹⁾	05/25/2010		M			17,702⁽¹⁾	⁽¹⁾	05/16/2011	Common Stock	17,702	$0	0	D
Stock Option (right to buy) 1998 Plan	$7.0678⁽²⁾	05/25/2010		M			17,702⁽²⁾	⁽²⁾	05/22/2012	Common Stock	17,702	$0	0	D
Stock Option (right to buy) 2004 Plan	$19.1641⁽³⁾	05/25/2010		M			20,805⁽³⁾	⁽³⁾	11/16/2011	Common Stock	20,805	$0	0	D
Stock Option (right to buy) 2004 Plan	$30.6856⁽⁴⁾	05/25/2010		M			2,291⁽⁴⁾	⁽⁴⁾	11/15/2012	Common Stock	2,291	$0	18,514	D

Explanation of Responses:

1. As adjusted for a three-for-two stock split on June 5, 2001, the four-for-three stock split on March 18, 2003, the five-for-four stock split on March 17, 2004, the four-for-three stock split on March 15, 2005, the five-for-four stock split effected on December 13, 2007, the value of the dividend of Cross Timbers Royalty Trust units of beneficial interest to holders of XTO Energy common stock on September 18, 2003 and the value of the dividend of Hugoton Royalty Trust units of beneficial interest to holders of XTO Energy common stock on May 12, 2006. Exercise of an option originally reported as an option to purchase 4,050 shares at an exercise price of $29.30. 33-1/3% of the options became exercisable when the common stock traded at or above $30, 33-1/3% became exercisable when the common stock traded at or above $32.50 and the remaining 33-13% became exercisable when the common stock traded at or above $23.33

2. As adjusted for the four-for-three stock split on March 18, 2003, the five-for-four stock split on March 17, 2004, the four-for-three stock split on March 15, 2005, the five-for-four stock split effected on December 13, 2007, the value of the dividend of Cross Timbers Royalty Trust units of beneficial interest to holders of XTO Energy common stock on September 18, 2003 and the value of the dividend of Hugoton Royalty Trust units of beneficial interest to holders of XTO Energy common stock on May 12, 2006. Exercise of an option originally reported as an option to purchase 6,075 shares at an exercise price of $20.595. 50% of the options became exercisable when the common stock traded at or above $22, and the remaining 50% became exercisable when the common stock traded at or above $24.

3. As adjusted for a four-for-three stock split effected on March 15, 2005, the five-for-four stock split effected on December 13, 2007 and the value of the dividend of Hugoton Royalty Trust units of beneficial interest to holders of XTO Energy common stock on May 12, 2006. Exercise of an option originally reported as an option to purchase 12,000 shares at an exercise price of $33.225 per share. 50% of the options became exercisable when the common stock traded at or above $37.50, and the remaining 50% became exercisable when the common stock traded at or above $42.50.

4. As adjusted for a five-for-four stock split effected on December 13, 2007 and the value of the dividend of Hugoton Royalty Trust units of beneficial interest to holders of XTO Energy common stock on May 12, 2006 ("HGT Distribution"). Exercise of an option originally reported as an option to purchase 16,000 shares at an exercise price of $39.90 per share. 50% of the options became exercisable when the common stock closed at or above $45, and the remaining 50% became exercisable when the common stock closed at or above $48.17 (as adjusted for the HGT Distribution).

	Frank G. McDonald, Attorney-in-Fact for Jack P. Randall	05/26/2010
	** 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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