4//SEC Filing
Vann J Kevin 4
Accession 0001209191-21-003118
CIK 0001518832other
Filed
Jan 10, 7:00 PM ET
Accepted
Jan 11, 7:17 PM ET
Size
27.6 KB
Accession
0001209191-21-003118
Insider Transaction Report
Form 4
Vann J Kevin
Senior Vice President
Transactions
- Disposition to Issuer
Restricted Stock Units
2021-01-07−93,158→ 0 total→ Common Stock (163,026 underlying) - Disposition to Issuer
Restricted Stock Units
2021-01-07−118,240→ 0 total→ Common Stock (147,800 underlying) - Disposition to Issuer
Stock Options
2021-01-07−3,560→ 0 totalExercise: $16.46Exp: 2021-02-24→ Common Stock (19,230 underlying) - Disposition to Issuer
Stock Options
2021-01-07−7,812→ 0 totalExercise: $14.41Exp: 2023-03-04→ Common Stock (31,328 underlying) - Disposition to Issuer
Stock Options
2021-01-07−23,790→ 0 totalExercise: $21.81Exp: 2024-07-29→ Common Stock (23,790 underlying) - Disposition to Issuer
Common Stock
2021-01-07−344,943→ 0 total - Disposition to Issuer
Restricted Stock Units
2021-01-07−79,900→ 0 total→ Common Stock (159,800 underlying) - Disposition to Issuer
Restricted Stock Units
2021-01-07−64,010→ 0 total→ Common Stock (80,012 underlying) - Disposition to Issuer
Stock Options
2021-01-07−6,476→ 0 totalExercise: $17.47Exp: 2024-03-03→ Common Stock (29,678 underlying) - Disposition to Issuer
Stock Options
2021-01-07−5,857→ 0 totalExercise: $18.16Exp: 2022-02-28→ Common Stock (24,900 underlying)
Footnotes (12)
- [F1]Includes 244,356 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 term 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).
- [F10]This award vests on March 9, 2023.
- [F11]These stock options are fully vested and exercisable.
- [F12]Pursuant to the Merger Agreement, immediately prior to the Effective Time, each option to purchase WPX common stock was converted into an option to purchase a number of shares of Devon common stock equal to the product (with the result rounded down to the nearest whole number) of (a) the number of shares of WPX common stock subject to each such WPX stock option immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (1) the exercise price per share of WPX common stock of such WPX stock option immediately prior to the Effective Time, divided by (2) the Exchange Ratio.
- [F2]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").
- [F3]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.
- [F4]This award vests on March 2, 2021.
- [F5]A performance measure of 200% was applied to these restricted units.
- [F6]This award vests on March 2, 2022.
- [F7]A performance measure of 175% was applied to these restricted units.
- [F8]This award vests on March 2, 2023.
- [F9]A performance measure of 125% was applied to these restricted units.
Documents
Issuer
WPX ENERGY, INC.
CIK 0001518832
Entity typeother
Related Parties
1- filerCIK 0001536206
Filing Metadata
- Form type
- 4
- Filed
- Jan 10, 7:00 PM ET
- Accepted
- Jan 11, 7:17 PM ET
- Size
- 27.6 KB