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: Kurz Karl F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-07	Common Stock	A	33245	—	Acquired	33245	Direct
2021-01-07	Common Stock	A	12031	—	Acquired	45276	Direct
2021-01-07	Common Stock	A	8269	—	Acquired	53545	Direct
2021-01-07	Common Stock	A	7748	—	Acquired	61293	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 May 21, 2020 were converted into 12,031 shares of Devon Common Stock, which will vest on May 21, 2021.

F3: Pursuant to the Merger Agreement, on the Closing Date, each 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. The WPX RSUs granted to the reporting person on May 18, 2017 were converted into 8,269 Devon RSUs, which will vest upon the reporting person's Separation from Service (as defined in the WPX Energy Board of Directors Nonqualified Deferred Compensation Plan).

F4: The WPX RSUs granted to the reporting person on May 16, 2019 were converted into 7,748 Devon RSUs, which will vest upon the reporting person's Separation from Service.