Sec Form 4 Filing - Muncrief Richard E @ WPX ENERGY, INC. - 2019-03-01

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 WPX ENERGY, INC. [ WPX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 3500 ONE WILLIAMS CENTER 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2019 (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 03/01/2019 A 236,593 ( 1 ) A $ 0 1,388,567 D Common Stock 03/01/2019 F 35,480 ( 2 ) D $ 12.54 1,353,087 D Common Stock 03/01/2019 F 25,729 ( 2 ) D $ 12.54 1,327,358 D Common Stock 03/02/2019 F 27,719 ( 2 ) D $ 12.7 1,299,639 D Common Stock 03/02/2019 M 720,000 ( 3 ) A 2,019,639 D Common Stock 03/02/2019 F 319,320 ( 5 ) D $ 12.54 1,700,319 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. Tran saction 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 ) 03/01/2019 A 354,889 ( 8 ) ( 8 ) Common Stock 354,889 ( 7 ) $ 0 1,257,197 D Restricted Stock Units ( 6 ) ( 4 ) 03/02/2019 M 360,000 ( 9 ) ( 9 ) Common Stock 720,000 ( 3 ) ( 4 ) 897,197 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Muncrief Richard E 3500 ONE WILLIAMS CENTER TULSA, OK74172 X Chairman and CEO Signatures By Stephen E. Brilz, Attorney-in-Fact for Richard E. Muncrief 03/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Subject to the applicable award agreement, this award vests in the following increments: 78,864 on March 2, 2020, 78,864 on March 2, 2021, and 78,865 on March 2, 2022. ( 2 )Represents shares withheld to satisfy withholding tax obligations due upon vesting of restricted stock. ( 3 )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 2. ( 4 )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. ( 5 )Represents shares withheld to satisfy withholding tax obligations due upon vesting of restricted stock units. ( 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, 2022. ( 9 )Award vested on March 2, 2019.

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).

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