Sec Form 4 Filing - FAULKNER STEPHEN L JR @ WPX ENERGY, INC. - 2017-03-03

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
FAULKNER STEPHEN L JR
2. Issuer Name and Ticker or Trading Symbol
WPX ENERGY, INC. [ WPX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP and Controller
(Last)
(First)
(Middle)
3500 ONE WILLIAMS CENTER
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2017
(Street)
TULSA, OK74172
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 03/03/2017 A 11,381 ( 1 ) A $ 0 43,738.351 D
Common Stock 03/03/2017 M 628 ( 2 ) A 44,366.351 D
Common Stock 03/03/2017 F 204 ( 4 ) D $ 12.86 44,162.351 D
Common Stock 03/03/2017 M 839 A 45,001.351 D
Common Stock 03/03/2017 F 272 ( 4 ) D $ 12.86 44,729.351 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
Restricted Stock Units ( 6 ) ( 7 ) 03/03/2017 A 4,877 ( 8 ) ( 8 ) Common Stock 4,877 ( 7 ) $ 0 19,014 D
Restricted Stock Units ( 6 ) ( 3 ) 03/03/2017 M 628 ( 9 ) ( 9 ) Common Stock 628 ( 2 ) ( 3 ) 18,386 D
Restricted Stock Units ( 5 ) 03/03/2017 M 839 ( 9 ) ( 9 ) Common Stock 839 ( 5 ) 5,782 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FAULKNER STEPHEN L JR
3500 ONE WILLIAMS CENTER
TULSA, OK74172
VP and Controller
Signatures
By Stephen E. Brilz, Attorney-in-Fact for Stephen L. Faulkner, Jr. 03/06/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Subject to the applicable award agreement, this award vests in the following increments: 3,793 on March 2, 2018, 3,794 on March 1, 2019, and 3,794 on March 2, 2020.
( 2 )Number of shares of common stock paid out was equal to the number of performance-based restricted stock units originally granted based on the applicable award agreement and a performance factor of 1.
( 3 )Each performance-based restricted stock unit represented a contingent right to receive a share of common stock, subject to adjustment based on the applicable award agreement and compensation committee certification that the Company had met the three-year performance measure.
( 4 )Represents shares withheld to satisfy withholding tax obligations due upon vesting of restricted stock units.
( 5 )Each time-based restricted stock unit represented a contingent right to receive a share of common stock, subject to the applicable award agreement.
( 6 )Vesting of performance-based awards are subject to compensation committee certification that the Company has met a three-year performance measure, which is based on total shareholder return with absolute and relative dependent measures.
( 7 )Each performance-based restricted stock unit represents a contingent right to receive a share of common stock, subject to adjustment based on the applicable award agreement and compensation committee certification that the Company has met the three-year performance measure.
( 8 )Subject to the applicable award agreement and compensation committee certification that the Company has met the applicable three-year performance measure, this award vests on March 2, 2020.
( 9 )Award vested on March 3, 2017.

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).

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