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: Gaspar Clay M (EVP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-07	Common Stock	A	336903	—	Acquired	336903	Direct
2021-01-07	Common Stock	A	35845	—	Acquired	372748	Direct
2021-01-07	Common Stock	A	67389	—	Acquired	440137	Direct
2021-01-07	Common Stock	A	45601	—	Acquired	485738	Direct
2021-01-07	Common Stock	A	132059	—	Acquired	617797	Direct
2021-01-07	Common Stock	A	141141	—	Acquired	758938	Direct
2021-01-07	Common Stock	A	126354	—	Acquired	885292	Direct
2021-01-07	Common Stock	A	57001	—	Acquired	942293	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 35,845 shares of Devon Common Stock, which will vest in the following increments: 17,922 on March 2, 2021, and 17,923 on March 2, 2022.

F3: The WPX RSAs granted to the reporting person on March 2, 2020 were converted into 67,389 shares of Devon Common Stock, which will vest in the following increments: 22,463 on March 2, 2021, 22,463 on March 2, 2022, and 22,463 on March 2, 2023.

F4: The WPX RSAs granted to the reporting person on March 9, 2020 were converted into 45,601 shares of Devon Common Stock, which will vest in the following increments: 15,200 on March 9, 2021, 15,200 on March 9, 2022, and 15,201 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 132,059 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 141,141 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 126,354 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 57,001 Devon RSUs, which will vest on March 9, 2023.