SEC Form 4 · accession 0001209191-19-017193
WPX ENERGY, INC.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan K Guderian
Officer — EVP Business Development
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 8:49 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 | 69,006 | $0.00 | A | 333,613 | D | |
| Common StockF2 | Mar 1, 2019 | F | 9,856 | $12.54 | D | 323,757 | D | |
| Common StockF2 | Mar 1, 2019 | F | 8,041 | $12.54 | D | 315,716 | D | |
| Common StockF2 | Mar 2, 2019 | F | 9,187 | $12.70 | D | 306,529 | D | |
| Common StockF3,F4 | Mar 2, 2019 | M | 88,888 | — | A | 395,417 | D | |
| Common StockF5 | Mar 2, 2019 | F | 39,422 | $12.54 | D | 355,995 | 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,F7,F8 | — | Mar 1, 2019 | A | 69,006 | A | — | — | Common Stock | 69,006 | 229,981 | D |
| Restricted Stock UnitsF6,F4,F9,F3 | — | Mar 2, 2019 | M | 44,444 | D | — | — | Common Stock | 88,888 | 185,537 | D |
Explanation of responses
- F1Subject to the applicable award agreement, this award vests in the following increments: 23,002 on March 2, 2020, 23,002 on March 2, 2021, and 23,002 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.