0000899243-20-018891.txt : 20200709 0000899243-20-018891.hdr.sgml : 20200709 20200709214130 ACCESSION NUMBER: 0000899243-20-018891 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200709 FILED AS OF DATE: 20200709 DATE AS OF CHANGE: 20200709 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Felix Investments Holdings II, LLC CENTRAL INDEX KEY: 0001804813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35322 FILM NUMBER: 201021616 BUSINESS ADDRESS: STREET 1: 1530 16TH STREET STREET 2: SUITE 500 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (720) 974-2806 MAIL ADDRESS: STREET 1: 1530 16TH STREET STREET 2: SUITE 500 CITY: DENVER STATE: CO ZIP: 80202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Felix Energy Investments II, LLC CENTRAL INDEX KEY: 0001805689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35322 FILM NUMBER: 201021617 BUSINESS ADDRESS: STREET 1: 1530 16TH STREET STREET 2: SUITE 500 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (720) 974-2806 MAIL ADDRESS: STREET 1: 1530 16TH STREET STREET 2: SUITE 500 CITY: DENVER STATE: CO ZIP: 80202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EnCap Energy Capital Fund X, L.P. CENTRAL INDEX KEY: 0001636722 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35322 FILM NUMBER: 201021618 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-659-6100 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EnCap Partners GP, LLC CENTRAL INDEX KEY: 0001726182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35322 FILM NUMBER: 201021619 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136596100 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WPX ENERGY, INC. CENTRAL INDEX KEY: 0001518832 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 451836028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE WILLIAMS CENTER CITY: TULSA STATE: OK ZIP: 74172 BUSINESS PHONE: 918-573-2000 MAIL ADDRESS: STREET 1: ONE WILLIAMS CENTER CITY: TULSA STATE: OK ZIP: 74172 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-07-09 0 0001518832 WPX ENERGY, INC. WPX 0001804813 Felix Investments Holdings II, LLC 1530 16TH STREET, SUITE 500 DENVER CO 80202 1 0 1 0 0001805689 Felix Energy Investments II, LLC C/O ENCAP INVESTMENTS L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 1 0 1 0 0001636722 EnCap Energy Capital Fund X, L.P. C/O ENCAP INVESTMENTS L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 1 0 1 0 0001726182 EnCap Partners GP, LLC C/O ENCAP INVESTMENTS L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 1 0 1 0 Common Stock 2020-07-09 4 A 0 1380895 10.46 A 152910532 D The shares reported herein were issued to the Reporting Person pursuant to certain adjustment features described in the Securities Purchase Agreement, dated December 15, 2019, by and between the Issuer and Felix Investments Holdings II, LLC ("Felix Investments"), pursuant to which the Issuer acquired all of the issued and outstanding membership interests of Felix Energy Holdings II, LLC on March 6, 2020. Felix Investments is 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. (continued from footnote 2) 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 be 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. (4) Signed by John D. McCready in his capacity as Chief Financial Officer of Felix Investments Holdings II, LLC. (5) Signed by John D. McCready in his capacity as Chief Financial Officer of Felix Energy Investments II, LLC. (6) 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. (7) Signed by Douglas E. Swanson, Jr. in his capacity as Managing Director of EnCap Partners GP, LLC. /s/ John D. McCready (4) 2020-07-09 /s/ John D. McCready (5) 2020-07-09 /s/ Douglas E. Swanson, Jr. (6) 2020-07-09 /s/ Douglas E. Swanson, Jr. (7) 2020-07-09