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^*

SIMPSON BOB R

(Last)

(First)

(Middle)

810 HOUSTON STREET

(Street)

FORT WORTH

76102

(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
X	Officer (give title below)	Other (specify below)
	Chairman of Board

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2010

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	06/25/2010		D⁽¹⁾		7,063,388	D	⁽¹⁾	0	D
Common Stock	06/25/2010		D⁽¹⁾		42,254	D	⁽¹⁾	0	I	Children
Common Stock	06/25/2010		D⁽¹⁾		37,500⁽²⁾	D	⁽¹⁾	0	I	Spouse
Common Stock	06/25/2010		D⁽¹⁾		213,120⁽³⁾	D	⁽¹⁾	0	I	401(k) Plan

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) Amended 2004 Plan	$32.868	06/25/2010		D⁽⁴⁾			1,812,499	⁽⁴⁾	05/16/2013	Common Stock	1,812,499	⁽⁴⁾	0	D
Stock Option (right to buy) Amended 2004 Plan	$38.28	06/25/2010		D⁽⁵⁾			700,181	⁽⁵⁾	11/21/2013	Common Stock	700,181	⁽⁵⁾	0	D
Stock Option (right to buy) Amended 2004 Plan	$50.304	06/25/2010		D⁽⁶⁾			1,276,249	⁽⁶⁾	11/13/2014	Common Stock	1,276,249	⁽⁶⁾	0	D
Stock Option (right to buy) Amended 2004 Plan	$69.3	06/25/2010		D⁽⁷⁾			211,071	⁽⁷⁾	05/20/2015	Common Stock	211,071	⁽⁷⁾	0	D
Stock Option (right to buy) Amended 2004 Plan	$33.62	06/25/2010		D⁽⁸⁾			200,000	⁽⁸⁾	11/18/2015	Common Stock	200,000	⁽⁸⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger among XTO Energy Inc., Exxon Mobil Corporation ("ExxonMobil") and ExxonMobil Investment Corporation dated December 13, 2009. Each share of common stock was exchanged for .7098 shares of ExxonMobil common stock having a market value of $59.10 per share on the effective date of the merger.

2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. Shares owned as of June 25, 2010 through the 401(k) Plan.

4. This option, one-third of which vested when the common stock closed at or above $50.00 on the New York Stock Exchange and the remainder of which vested ratably over a three year period commencing on May 16, 2007, was assumed by ExxonMobil in the merger and replaced with an option to purchase 1,286,511 shares of ExxonMobil common stock for $46.31 per share.

5. This option, one-third of which vested in 50% increments when the common stock closed at or above $52.50 and $57.50 on the New York Stock Exchange and the remainder of which vested ratably over a three year period commencing on November 21, 2007, was assumed by ExxonMobil in the merger and replaced with an option to purchase 496,988 shares of ExxonMobil common stock for $53.94 per share.

6. This option, half of which vested in 50% increments when the common stock closed at or above $56.00 and $60.00 on the New York Stock Exchange and the remainder of which vested ratably on November 13, 2008, November 13, 2009 and June 25, 2010 upon effectiveness of the merger, was assumed by ExxonMobil in the merger and replaced with an option to purchase 905,881 shares of ExxonMobil common stock for $70.88 per share.

7. This option, 33.33% of which vested in 50% increments on May 20, 2009 and May 20, 2010 and the remainder of which vested on June 25, 2010 upon effectiveness of the merger, was assumed by ExxonMobil in the merger and replaced with an option to purchase 149,817 shares of ExxonMobil common stock for $97.64 per share.

8. This option, one-half of which vested when the common stock closed at or above $45.00 on the New York Stock Exchange, 16.67% of which vested on November 18, 2009 and the remainder of which vested on June 25, 2010 upon effectiveness of the merger, was assumed by ExxonMobil in the merger and replaced with an option to purchase 141,960 shares of ExxonMobil common stock for $47.37 per share.

	Frank G. McDonald, Attorney-in-Fact for Bob R. Simpson	06/28/2010
	** 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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