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*
HUTTON KEITH A

(Last) (First) (Middle)
810 HOUSTON STREET

(Street)
FORT WORTH TX 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP-Operations
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2004
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)
Code V Amount (A) or (D) Price
Common Stock 02/26/2004 M(1) 24,000 A $0 728,810 D
Common Stock 02/26/2004 F(2) 9,973 D $29.48 718,837 D
Common Stock 02/27/2004 M(3) 6,000 A $0 724,837 D
Common Stock 02/27/2004 M(4) 17,575 A $0 742,412 D
Common Stock 02/27/2004 F(2) 9,772 D $29.83 732,640 D
Common Stock 23,908(5) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares $0 02/26/2004 M(1) 24,000 02/26/2004(1) 12/30/2013 Common Stock 24,000 $0 0 D
Performance Shares $0 02/27/2004 A(6) 24,000 (6) 02/27/2014 Common Stock 24,000 $0 24,000 D
Performance Shares $0 02/27/2004 M(3) 6,000 02/27/2004(3) 11/18/2013 Common Stock 6,000 $0 0 D
Performance Shares $0 02/27/2004 M(4) 17,575 02/27/2004(4) 11/18/2013 Common Stock 17,575 $0 35,150 D
Explanation of Responses:
1. Vesting of performance shares granted on December 30, 2003 under the 1998 Stock Incentive Plan when the common stock traded at or above $29.83.
2. Shares withheld in payment of tax liabilities in accordance with Rule 16b-3.
3. Partial vesting (50%) of performance shares granted on November 18, 2003 under the 1998 Stock Incentive Plan when the common stock traded at or above $30.00.
4. Partial vesting (25%) of performance shares granted on November 18, 2003 under the 1998 Stock Incentive Plan when the common stock traded at or above $30.00.
5. Shares owned as of February 25, 2004 through the 401(k) Plan.
6. Grant of performance shares under the 1998 Stock Incentive Plan that will vest when the common stock trades at or above $31.08.
Frank G. McDonald, Attorney-in-Fact for Keith A. Hutton 03/01/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.