SEC Form 4 · accession 0001209191-15-022676
WPX ENERGY, INC.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Richard E Muncrief
Officer — President and CEO · Director
Period of report
Mar 2, 2015
Accepted (ET)
Mar 4, 2015 · 9:01 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 | 171,428 | $0.00 | A | 215,428 | D | |
| Common StockF2 | Mar 3, 2015 | M | 23,373 | — | A | 238,801 | D | |
| Common StockF3 | Mar 3, 2015 | F | 10,486 | $10.68 | D | 228,315 | 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 UnitsF4,F5,F6 | — | Mar 2, 2015 | A | 257,142 | A | — | — | Common Stock | 257,142 | 397,382 | D |
| Restricted Stock UnitsF2,F7 | — | Mar 3, 2015 | M | 23,373 | D | — | — | Common Stock | 23,373 | 239,210 | D |
| Restricted Stock UnitsF8,F9,F10 | — | holding | — | — | — | — | May 15, 2017 | Common Stock | 288,694 | 288,694 | D |
Explanation of responses
- F1Subject to the applicable award agreement, this award vests in the following increments: 12,605 on March 2, 2016, 12,605 on March 2, 2017, and 12,605 on March 2, 2018.
- F10Subject to the applicable award agreement, this award vests as follows: (1) 50% 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 $21.01 for twenty consecutive trading days and (2) 50% 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 $21.01 for twenty 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.
- F2Each time-based restricted stock unit represented a contingent right to receive a share of common stock, subject to the applicable award agreement.
- F3Represents shares withheld to satisfy withholding tax obligations due upon vesting of restricted stock units.
- F4Vesting 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.
- F5Each 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.
- F6Subject 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.
- F7Award vested on March 3, 2015.
- F8Performance-based restricted stock unit subject to satisfaction of the performance measure, which is based on the closing price of the Company's common stock during the three-year period following the date of grant.
- F9Each performance-based restricted stock unit represents a contingent right to receive a share of common stock, subject to satisfaction of the performance measure.