SEC Form 4 · accession 0001209191-17-018259
WPX ENERGY, INC.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennis C Cameron
Officer — SVP and General Counsel
Period of report
Mar 3, 2017
Accepted (ET)
Mar 6, 2017 · 3:58 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 3, 2017 | A | 36,258 | $0.00 | A | 139,218 | D | |
| Common StockF2,F3 | Mar 3, 2017 | M | 15,025 | — | A | 154,243 | D | |
| Common StockF4 | Mar 3, 2017 | F | 4,861 | $12.86 | D | 149,382 | D | |
| Common StockF5 | Mar 3, 2017 | M | 5,724 | — | A | 155,106 | D | |
| Common StockF4 | Mar 3, 2017 | F | 2,323 | $12.86 | D | 152,783 | D | |
| Common Stock | holding | — | — | — | 1,800 | I | By Wife |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F7,F8 | — | Mar 3, 2017 | A | 36,258 | A | — | — | Common Stock | 36,258 | 109,826 | D |
| Restricted Stock UnitsF6,F3,F9,F2 | — | Mar 3, 2017 | M | 15,025 | D | — | — | Common Stock | 15,025 | 94,801 | D |
| Restricted Stock UnitsF5,F9 | — | Mar 3, 2017 | M | 5,724 | D | — | — | Common Stock | 5,724 | 0 | D |
Explanation of responses
- F1Subject to the applicable award agreement, this award vests in the following increments: 12,086 on March 2, 2018, 12,086 on March 1, 2019, and 12,086 on March 2, 2020.
- F2Number of shares of common stock paid out was equal to the number of performance-based restricted stock units originally granted based on the applicable award agreement and a performance factor of 1.
- F3Each 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.
- F4Represents shares withheld to satisfy withholding tax obligations due upon vesting of restricted stock units.
- F5Each time-based restricted stock unit represented a contingent right to receive a share of common stock, subject to the applicable award agreement.
- 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.
- F7Each 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.
- F8Subject 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, 2020.
- F9Award vested on March 3, 2017.