SEC Form 4 · accession 0001209191-18-017395
WPX ENERGY, INC.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clay M Gaspar
Officer — President and COO
Period of report
Mar 2, 2018
Accepted (ET)
Mar 6, 2018 · 5:42 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, 2018 | F | 11,181 | $14.54 | D | 499,345 | D | |
| Common StockF1 | Mar 2, 2018 | F | 24,639 | $14.54 | D | 474,706 | D | |
| Common StockF1 | Mar 2, 2018 | F | 13,401 | $14.54 | D | 461,305 | D | |
| Common StockF2,F3 | Mar 2, 2018 | M | 50,420 | — | A | 511,725 | D | |
| Common StockF4 | Mar 2, 2018 | F | 22,362 | $14.54 | D | 489,363 | D | |
| Common StockF5 | Mar 2, 2018 | A | 85,227 | $0.00 | A | 574,590 | 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 UnitsF6,F9,F7,F8 | — | Mar 2, 2018 | A | 127,840 | A | — | — | Common Stock | 127,840 | 380,016 | D |
| Restricted Stock UnitsF6,F3,F10,F2 | — | Mar 2, 2018 | M | 50,420 | D | — | — | Common Stock | 50,420 | 329,596 | D |
Explanation of responses
- F1Represents shares withheld to satisfy withholding tax obligations due upon vesting of restricted stock.
- F10Award vested on March 2, 2018.
- 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.
- F5Subject to the applicable award agreement, this award vests in the following increments: 28,409 on March 1, 2019, 28,409 on March 2, 2020, and 28,409 on March 2, 2021.
- 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, 2021.
- F9Certain of Mr. Gaspar's previously granted restricted stock units expired in 2017 when conditions for vesting were not met.