SEC Form 4 · accession 0001209191-15-021495
WPX ENERGY, INC.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan K Guderian
Officer — Senior Vice President
Period of report
Feb 28, 2015
Accepted (ET)
Mar 3, 2015 · 5:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001518832
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 28, 2015 | M | 22,026 | — | A | 37,364 | D | |
| Common StockF2 | Feb 28, 2015 | F | 6,757 | $10.78 | D | 30,607 | D | |
| Common StockF3,F4 | Feb 28, 2015 | M | 12,528 | — | A | 43,135 | D | |
| Common StockF2 | Feb 28, 2015 | F | 4,195 | $10.78 | D | 38,940 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F5 | — | Feb 28, 2015 | M | 22,026 | D | — | — | Common Stock | 22,026 | 60,959 | D |
| Restricted Stock UnitsF6,F4,F5,F3 | — | Feb 28, 2015 | M | 19,273 | D | — | — | Common Stock | 12,528 | 48,329 | D |
Explanation of responses
- F1Each time-based restricted stock unit represented a contingent right to receive a share of common stock, subject to the applicable award agreement.
- F2Represents shares withheld to satisfy withholding tax obligations due upon vesting of restricted stock units.
- F3Number of shares of common stock paid out was less than the number of performance-based restricted stock units originally granted based on the applicable award agreement and a performance factor of 0.65.
- F4Each performance-based restricted stock unit represented a contingent right to receive a share of common stock, subject to adjustment based on the applicable award agreement and compensation committee certification that the Company had met the three-year performance measure.
- F5Award vested on February 28, 2015.
- F6Vesting of performance-based awards are subject to compensation committee certification that the Company has met a three-year performance measure, which is based on total shareholder return with absolute and relative dependent measures.