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^*

Bourgeois Doss R

(Last)

(First)

(Middle)

700 MILAM

SUITE 3100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PLAINS EXPLORATION & PRODUCTION CO [ PXP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP-Exploration & Production

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2013

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	05/31/2013		M		34,725	A	⁽¹⁾	638,866	D
Common Stock	05/31/2013		D		34,725	D	$46.01	604,141	D
Common Stock	05/31/2013		F		89,614	D	⁽²⁾	514,527	D
Common Stock	05/31/2013		D		514,527	D	⁽³⁾	0	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)
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)
Performance Rights	⁽¹⁾	05/31/2013		M			34,725	⁽¹⁾	⁽¹⁾	Common Stock	34,725	⁽¹⁾	0	D
Performance Rights	⁽⁴⁾	05/31/2013		D			45,000	⁽⁴⁾	⁽⁴⁾	Common Stock	45,000	⁽⁴⁾	0	D

Explanation of Responses:

1. Represents cash-settled restricted stock units, all of which vested upon the merger with FCX, the value of which is equivalent to $46.01, which is the Per Share Amount in the merger agreement between PXP and FCX.

2. Shares were traded for taxes based on the value of the merger consideration that each share was entitled to receive as of the close of business on May 30, 2013.

3. Disposed of pursuant to merger agreement between PXP and FCX in exchange for shares of FCX common stock at an exchange ratio of ~ 1.43 per share and/or cash equal to $46.01 per share. Of these shares, 45,000 are restricted stock units that will vest over five years, with 22.5% vesting on each of March 31, 2014, March 31, 2015 and March 31, 2016 and 16.25% vesting on each of March 31, 2017 and March 31, 2018, which were assumed by FCX in the merger and replaced with 64,359 FCX restricted stock units with the same vesting terms.

4. These performance rights, which represent cash-settled restricted stock units that will vest over three years, with 33.3% vesting on each of March 31, 2014, March 31, 2015 and March 31, 2016, each based on achievement of performance goals, were assumed by FCX in the merger and replaced with 64,359 cash-settled restricted stock units with the same vesting terms.

Remarks:

	Deborah R. Anderson, attorney-in-fact for Doss R. Bourgeois	06/04/2013
	** 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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