Sec Form 4 Filing - Williams Valerie @ 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 Williams Valerie 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 _____ Officer (give title below) _____ Other (specify below) (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 361 A 361 D Common Stock ( 2 ) 01/07/2021 A 5,872 A 6,233 D Common Stock ( 3 ) 01/07/2021 A 7,748 A 13,981 D Common Stock ( 4 ) 01/07/2021 A 12,031 A 26,012 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Williams Valerie 333 W. SHERIDAN AVE. OKLAHOMA CITY, OK73102 X Signatures /s/ Edward T. Highberger, Attorney-in-Fact for Valerie M. Williams 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 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. The WPX RSUs granted to the reporting person on May 17, 2018 were converted into 5,872 Devon RSUs, which will vest upon the reporting person's Separation from Service (as defined in the WPX Energy Board of Directors Nonqualified Deferred Compensation Plan). ( 3 )The WPX RSUs granted to the reporting person on May 16, 2019 were converted into 7,748 Devon RSUs, which will vest upon the reporting person's Separation from Service. ( 4 )The WPX RSUs granted to the reporting person on May 21, 2020 were converted into 12,031 Devon RSUs, which will vest upon the reporting person's Separation from Service.

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