SEC Form 4 · accession 0001209191-19-017213
WPX ENERGY, INC.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Angela Kouplen
Officer — SVP and CIO
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 9:35 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 | 21,687 | $0.00 | A | 48,065 | D | |
| Common StockF2 | Mar 1, 2019 | M | 4,061 | — | A | 52,126 | D | |
| Common StockF3 | Mar 1, 2019 | F | 1,802 | $12.54 | D | 50,324 | D | |
| Common StockF2 | Mar 1, 2019 | M | 4,308 | — | A | 54,632 | D | |
| Common StockF3 | Mar 1, 2019 | F | 1,911 | $12.54 | D | 52,721 | D | |
| Common StockF4,F5 | Mar 2, 2019 | M | 15,332 | — | A | 68,053 | D | |
| Common StockF3 | Mar 2, 2019 | F | 6,800 | $12.54 | D | 61,253 | D | |
| Common StockF2 | Mar 2, 2019 | M | 5,963 | — | A | 67,216 | D | |
| Common StockF3 | Mar 2, 2019 | F | 2,645 | $12.54 | D | 64,571 | 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 | 21,687 | A | — | — | Common Stock | 21,687 | 40,113 | D |
| Restricted Stock UnitsF2,F9 | — | Mar 1, 2019 | M | 4,061 | D | — | — | Common Stock | 4,061 | 22,950 | D |
| Restricted Stock UnitsF2,F9 | — | Mar 1, 2019 | M | 4,308 | D | — | — | Common Stock | 4,308 | 18,642 | D |
| Restricted Stoc UnitsF2,F10 | — | Mar 2, 2019 | M | 5,963 | D | — | — | Common Stock | 5,963 | 12,679 | D |
| Restricted Stock UnitsF6,F5,F10,F4 | — | Mar 2, 2019 | M | 7,666 | D | — | — | Common Stock | 15,332 | 32,447 | D |
Explanation of responses
- F1Subject to the applicable award agreement, this award vests in the following increments: 7,229 on March 2, 2020, 7,229 on March 2, 2021, and 7,229 on March 2, 2022.
- F10Award vested on March 2, 2019.
- 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.
- F4Number 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.
- F5Each 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 has met the three-year performance measure.
- 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 1, 2019.