Sec Form 4 Filing - Gaspar Clay M @ WPX ENERGY, INC. - 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 Gaspar Clay M 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) President and COO (Last) (First) (Middle) 3500 ONE WILLIAMS CENTER 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2021 (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 01/07/2021 D 940,442 ( 1 ) D 0 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 ( 3 ) 01/07/2021 D 127,840 ( 4 ) ( 4 ) Common Stock 255,680 ( 3 ) ( 5 ) ( 3 ) 0 D Restricted Stock Units ( 3 ) 01/07/2021 D 156,151 ( 6 ) ( 6 ) Common Stock 273,264 ( 3 ) ( 7 ) ( 3 ) 0 D Restricted Stock Units ( 3 ) 01/07/2021 D 195,708 ( 8 ) ( 8 ) Common Stock 244,635 ( 3 ) ( 9 ) ( 3 ) 0 D Restricted Stock Units ( 3 ) 01/07/2021 D 88,289 ( 10 ) ( 10 ) Common Stock 110,361 ( 3 ) ( 9 ) ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gaspar Clay M 3500 ONE WILLIAMS CENTER TULSA, OK74172 President and COO Signatures By Stephen E. Brilz, Attorney-in-Fact for Clay M. Gaspar 01/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 288,161 shares of restricted stock of WPX (as defined in footnote 2) subject to time-based vesting which were converted into awards denominated in shares of common stock of Devon (as defined in footnote 2) based on the Exchange Ratio (as defined in footnote 2) and which will vest in accordance with the terms and conditions governing the shares of restricted stock in effect immediately before the effective time (the "Effective Time") of the Merger (as defined in footnote 2). ( 2 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among Devon Energy Corporation ("Devon"), WPX Energy, Inc. ("WPX"), and East Merger Sub, Inc. ("Merger Sub"), upon the Effective Time of the merger of Merger Sub into WPX (the "Merger") on January 7, 2021, each share of common stock of WPX was converted into the right to receive 0.5165 shares of Devon common stock (the "Exchange Ratio"). ( 3 )WPX's performance-based restricted stock units vest using a performance measure that is based on total shareholder return with absolute and relative dependent measures.Pursuant to the Merger Agreement, the performance measure was calculated using actual results over the units' performance period with an ending value for WPX's common stock equal to the average of the stock's closing price on the five trading days immediately preceding the Effective Time. After applying this performance measure to the performance-based restricted units, these units were then converted to awards denominated as restricted stock units of Devon's common stock based on the Exchange Ratio whose sole remaining vesting criteria is time-based. ( 4 )This award vests on March 2, 2021. ( 5 )A performance measure of 200% was applied to these restricted units. ( 6 )This award vests on March 2, 2022. ( 7 )A performance measure of 175% was applied to these restricted units. ( 8 )This award vests on March 2, 2023. ( 9 )A performance measure of 125% was applied to these restricted units. ( 10 )This award vests on March 9, 2023.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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