SEC Form 4 · accession 0001209191-19-017169
WPX ENERGY, INC.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennis C Cameron
Officer — EVP and General Counsel
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 8:29 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 1, 2019 | A | 55,205 | $0.00 | A | 225,059 | D | |
| Common StockF2 | Mar 1, 2019 | F | 7,392 | $12.54 | D | 217,667 | D | |
| Common StockF2 | Mar 1, 2019 | F | 5,361 | $12.54 | D | 212,306 | D | |
| Common StockF2 | Mar 2, 2019 | F | 5,250 | $12.70 | D | 207,056 | D | |
| Common StockF3,F4 | Mar 2, 2019 | M | 66,666 | — | A | 273,722 | D | |
| Common StockF5 | Mar 2, 2019 | F | 29,567 | $12.54 | D | 244,155 | 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 1, 2019 | A | 55,205 | A | — | — | Common Stock | 55,205 | 160,307 | D |
| Restricted Stock UnitsF6,F4,F9,F3 | — | Mar 2, 2019 | M | 33,333 | D | — | — | Common Stock | 66,666 | 126,974 | D |
Explanation of responses
- F1Subject to the applicable award agreement, this award vests in the following increments: 18,401 on March 2, 2020, 18,402 on March 2, 2021, and 18,402 on March 2, 2022.
- F2Represents shares withheld to satisfy withholding tax obligations due upon vesting of restricted stock.
- F3Number 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 2.
- 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.
- F5Represents shares withheld to satisfy withholding tax obligations due upon vesting of restricted stock units.
- 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, 2022.
- F9Award vested on March 2, 2019.