0001209191-21-003088.txt : 20210111 0001209191-21-003088.hdr.sgml : 20210111 20210111185831 ACCESSION NUMBER: 0001209191-21-003088 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210107 FILED AS OF DATE: 20210111 DATE AS OF CHANGE: 20210111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FAULKNER STEPHEN L JR CENTRAL INDEX KEY: 0001625022 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35322 FILM NUMBER: 21521996 MAIL ADDRESS: STREET 1: 3500 ONE WILLIAMS CENTER CITY: TULSA STATE: OK ZIP: 74172 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 2021-01-07 1 0001518832 WPX ENERGY, INC. WPX 0001625022 FAULKNER STEPHEN L JR 3500 ONE WILLIAMS CENTER TULSA OK 74172 0 1 0 0 VP Controller and CAO Common Stock 2021-01-07 4 D 0 45495.351 D 0 D Restricted Stock Units 2021-01-07 4 D 0 5220 D Common Stock 10440 0 D Restricted Stock Units 2021-01-07 4 D 0 5904 D Common Stock 10332 0 D Restricted Stock Units 2021-01-07 4 D 0 6837 D Common Stock 8546 0 D Includes 25,138 shares of restricted stock of WPX (as defined in footnote 2) subject to time-based vesting which were converted into awards denominated in shares of common stock of Devon (as defined in footnote 2) based on the Exchange Ratio (as defined in footnote 2) and which will vest in accordance with the terms and conditions governing the shares of restricted stock in effect immediately before the effective time (the "Effective Time") of the Merger (as defined in footnote 2). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among Devon Energy Corporation ("Devon"), WPX Energy, Inc. ("WPX"), and East Merger Sub, Inc. ("Merger Sub"), upon the Effective Time of the merger of Merger Sub into WPX (the "Merger") on January 7, 2021, each share of common stock of WPX was converted into the right to receive 0.5165 shares of Devon common stock (the "Exchange Ratio"). WPX's performance-based restricted stock units vest using a performance measure that is based on total shareholder return with absolute and relative dependent measures. Pursuant to the Merger Agreement, the performance measure was calculated using actual results over the units' performance period with an ending value for WPX's common stock equal to the average of the stock's closing price on the five trading days immediately preceding the Effective Time. After applying this performance measure to the performance-based restricted units, these units were then converted to awards denominated as restricted stock units of Devon's common stock based on the Exchange Ratio whose sole remaining vesting criteria is time-based. This award vests on March 2, 2021. A performance measure of 200% was applied to these restricted units. This award vests on March 2, 2022. A performance measure of 175% was applied to these restricted units. This award vests on March 2, 2023. A performance measure of 125% was applied to these restricted units. By Stephen E. Brilz, Attorney-in-Fact for Stephen L. Faulkner, Jr. 2021-01-11