SEC Form 4 · accession 0001209191-15-022669
WPX ENERGY, INC.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clay M Gaspar
Officer — Senior Vice President
Period of report
Mar 2, 2015
Accepted (ET)
Mar 4, 2015 · 8:58 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 | Mar 2, 2015 | A | 75,630 | $0.00 | A | 75,630 | 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 UnitsF2,F3,F4 | — | Mar 2, 2015 | A | 50,420 | A | — | — | Common Stock | 50,420 | 50,420 | D |
| Restricted Stock UnitsF5,F8,F6,F7 | — | holding | — | — | — | — | Oct 27, 2017 | Common Stock | 72,687 | 72,687 | D |
| Restricted Stock UnitsF9,F10 | — | holding | — | — | — | — | — | Common Stock | 147,577 | 147,577 | D |
Explanation of responses
- F1Subject to the applicable award agreement, this award vests in the following increments: 25,210 on March 2, 2016, 25,210 on March 2, 2017, and 25,210 on March 2, 2018.
- F10Subject to the applicable award agreement, this award vests in the following increments: 49,192 on October 27, 2015, 49,192 on October 27, 2016 and 49,193 on October 27, 2017.
- F2Vesting 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.
- F3Each performance-based restricted stock unit represents 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 has met the three-year performance measure.
- F4Subject to the applicable award agreement and compensation committee certification that the Company has met the applicable three-year performance measure, this award vests on March 2, 2018.
- F5Vesting of performance-based awards are subject to compensation committee certification that the Company has met the performance measure.
- F6Each performance-based restricted stock unit represents 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 has met the performance measure.
- F7Subject to the applicable award agreement, these performance-based restricted stock units vest as follows: (1) 1/3 of the award will vest if, at any time from the date of grant and before the third anniversary thereof, the Closing Price of the Company's common stock is equal to or exceeds 115% of $18.16 for 20 consecutive trading days and (2) 2/3 of the award will vest if, at any time from the date of grant and before the third anniversary thereof, the Closing Price of the Company's common stock is equal to or exceeds 130% of $18.16 for 20 consecutive trading days; provided that vested shares of common stock for these performance-based restricted stock units, if any, will be issued to the reporting person no earlier than the second anniversary of the date of grant.
- F8Each 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.
- F9Each time-based restricted stock unit represents a contingent right to receive a share of common stock, subject to the applicable award agreement.