Sec Form 4 Filing - Muncrief Richard E @ DEVON ENERGY CORP/DE - 2021-01-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Muncrief Richard E 2. Issuer Name and Ticker or Trading Symbol DEVON ENERGY CORP/DE [ DVN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 333 W. SHERIDAN AVE. 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2021 (Street) OKLAHOMA CITY, OK73102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 01/07/2021 A 781,189 A 781,189 D Common Stock ( 2 ) 01/07/2021 A 81,467 A 862,656 D Common Stock ( 3 ) 01/07/2021 A 155,172 A 1,017,828 D Common Stock ( 4 ) 01/07/2021 A 105,004 A 1,122,832 D Common Stock ( 5 ) 01/07/2021 A 290,531 A 1,413,363 D Common Stock ( 6 ) 01/07/2021 A 320,775 A 1,734,138 D Common Stock ( 7 ) 01/07/2021 A 290,946 A 2,025,084 D Common Stock ( 8 ) 01/07/2021 A 131,255 A 2,156,339 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Options $ 41.53 01/07/2021 A 62,582 ( 9 ) 03/03/2024 Common Stock 62,582 ( 9 ) 62,582 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Muncrief Richard E 333 W. SHERIDAN AVE. OKLAHOMA CITY, OK73102 X President and CEO Signatures /s/ Edward T. Highberger, Attorney-in-Fact for Richard E. Muncrief 01/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Agreement and Plan of Merger, dated as of September 26, 2020, by and among Devon Energy Corporation ("Devon"), East Merger Sub, Inc. and WPX Energy, Inc. ("WPX") (the "Merger Agreement"), on January 7, 2021 (the "Closing Date"), WPX became a wholly owned subsidiary of Devon. Pursuant to the Merger Agreement, on the Closing Date, each share of WPX Common Stock held by the reporting person was converted automatically into 0.5165 shares of Devon Common Stock. ( 2 )Pursuant to the Merger Agreement, on the Closing Date, each restricted stock award under a WPX benefit plan ("WPX RSA") was converted into 0.5165 shares of Devon Common Stock. The same terms and conditions applicable to WPX RSAs before the conversion will continue to apply. The WPX RSAs granted to the reporting person on March 1, 2019 were converted into 81,467 shares of Devon Common Stock, which will vest in the following increments: 40,733 on March 2, 2021, and 40,734 on March 2, 2022. ( 3 )The WPX RSAs granted to the reporting person on March 2, 2020 were converted into 155,172 shares of Devon Common Stock, which will vest in the following increments: 51,724 on March 2, 2021, 51,724 on March 2, 2022, and 51,724 on March 2, 2023. ( 4 )The WPX RSAs granted to the reporting person on March 9, 2020 were converted into 105,004 shares of Devon Common Stock, which will vest in the following increments: 35,001 on March 9, 2021, 35,001 on March 9, 2022, and 35,002 on March 9, 2023. ( 5 )Pursuant to the Merger Agreement, on the Closing Date, each performance-based WPX restricted stock unit ("WPX RSU") was converted into 0.5165 Devon restricted stock unit ("Devon RSU"), with each Devon RSU representing a contingent right to receive a share of Devon Common Stock. The same terms and conditions applicable to WPX RSUs before the conversion will continue to apply, except for any performance-based vesting conditions. The WPX RSUs granted to the reporting person on March 2, 2018 were converted into 290,531 Devon RSUs, which will vest on March 2, 2021. ( 6 )The WPX RSUs granted to the reporting person on March 1, 2019 were converted into 320,775 Devon RSUs, which will vest on March 2, 2022. ( 7 )The WPX RSUs granted to the reporting person on March 2, 2020 were converted into 290,946 Devon RSUs, which will vest on March 2, 2023. ( 8 )The WPX RSUs granted to the reporting person on March 9, 2020 were converted into 131,255 Devon RSUs, which will vest on March 9, 2023. ( 9 )On the Closing Date, each stock option issued under a WPX benefit plan ("Stock Option") was converted into an option to purchase a number of shares of Devon Common Stock in accordance with the Merger Agreement, and the Stock Options granted to the reporting person on May 15, 2014 were converted into an option to purchase 62,582 shares of Devon Common Stock at an exercise price of $41.53. The Stock Options vested in one-third increments on March 3 of 2015, 2016 and 2017.

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