DEVON ENERGY CORP/DE — Director's Dealing 2021

Jan 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DEVON ENERGY CORP/DE (DVN)
CIK: 0001090012
Period of Report: 2021-01-07

Reporting Person: Muncrief Richard E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-07	Common Stock	A	781189	—	Acquired	781189	Direct
2021-01-07	Common Stock	A	81467	—	Acquired	862656	Direct
2021-01-07	Common Stock	A	155172	—	Acquired	1017828	Direct
2021-01-07	Common Stock	A	105004	—	Acquired	1122832	Direct
2021-01-07	Common Stock	A	290531	—	Acquired	1413363	Direct
2021-01-07	Common Stock	A	320775	—	Acquired	1734138	Direct
2021-01-07	Common Stock	A	290946	—	Acquired	2025084	Direct
2021-01-07	Common Stock	A	131255	—	Acquired	2156339	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-07	Stock Options	$41.53	A	62582	Acquired	2024-03-03	Common Stock (62582)	Direct

Footnotes

F1: 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.

F2: Pursuant to the Merger Agreement, on the Closing Date, each restricted stock award under a WPX benefit plan ("WPX RSA") was converted into 0.5165 shares of Devon Common Stock. The same terms and conditions applicable to WPX RSAs before the conversion will continue to apply. The WPX RSAs granted to the reporting person on March 1, 2019 were converted into 81,467 shares of Devon Common Stock, which will vest in the following increments: 40,733 on March 2, 2021, and 40,734 on March 2, 2022.

F3: The WPX RSAs granted to the reporting person on March 2, 2020 were converted into 155,172 shares of Devon Common Stock, which will vest in the following increments: 51,724 on March 2, 2021, 51,724 on March 2, 2022, and 51,724 on March 2, 2023.

F4: The WPX RSAs granted to the reporting person on March 9, 2020 were converted into 105,004 shares of Devon Common Stock, which will vest in the following increments: 35,001 on March 9, 2021, 35,001 on March 9, 2022, and 35,002 on March 9, 2023.

F5: Pursuant to the Merger Agreement, on the Closing Date, each performance-based 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, except for any performance-based vesting conditions. The WPX RSUs granted to the reporting person on March 2, 2018 were converted into 290,531 Devon RSUs, which will vest on March 2, 2021.

F6: The WPX RSUs granted to the reporting person on March 1, 2019 were converted into 320,775 Devon RSUs, which will vest on March 2, 2022.

F7: The WPX RSUs granted to the reporting person on March 2, 2020 were converted into 290,946 Devon RSUs, which will vest on March 2, 2023.

F8: The WPX RSUs granted to the reporting person on March 9, 2020 were converted into 131,255 Devon RSUs, which will vest on March 9, 2023.

F9: On the Closing Date, each stock option issued under a WPX benefit plan ("Stock Option") was converted into an option to purchase a number of shares of Devon Common Stock in accordance with the Merger Agreement, and the Stock Options granted to the reporting person on May 15, 2014 were converted into an option to purchase 62,582 shares of Devon Common Stock at an exercise price of $41.53. The Stock Options vested in one-third increments on March 3 of 2015, 2016 and 2017.