DVN Devon Energy Corp

SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D (Amendment No. 3)

Explanatory Note : This Schedule 13D (Amendment No. 3) (this “Amendment”) relates to the common stock, par value $0.10 per share (the “Common Stock”), of Devon Energy Corporation, a Delaware corporation (the “Company”), and is filed by Jeffrey Todd Mitchell, Michael Kent Mitchell and Meredith L. Dreiss, as successor trustees of the four trusts referred to in notes (1) and (2) to the table set forth in Item 5 of Amendment No. 2 to this Schedule 13D (the “Trusts”) which were established by George P. Mitchell or his wife. This Amendment No. 3 amends, as set forth below, the Schedule 13D dated January 24, 2002, filed with the Securities and Exchange Commission by George P. Mitchell and his wife, Cynthia Woods Mitchell (the “Schedule 13D”), as amended by Amendment No. 1, dated March 4, 2010, filed by Mr. Mitchell, individually and as executor of the estate of Mrs. Mitchell, who died on December 27, 2009, and by Amendment No. 2, dated March 7, 2012, filed by Mr. Mitchell, who subsequently died on July 26, 2013. Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings ascribed to them in the Schedule 13D.

Item 2 is amended to read in its entirety as follows:

(a) This statement is filed by Jeffrey Todd Mitchell, Michael Kent Mitchell and Meredith L. Dreiss (each a “Reporting Person”), each of whom became a co-trustee of each of the Trusts upon the death of George P. Mitchell on July 26, 2013.

(b) Each Reporting Person’s principal business address is 24 Waterway Avenue, Suite 300, The Woodlands, Texas 77380.

(c) Each Reporting Person is a private investor.

(d) During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, no Reporting Person has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each Reporting Person is a citizen of the United States.

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Item 4 is amended to read in its entirety as follows:

Each Reporting Person may from time to time effect gifts, sales or other transactions in Common Stock based on various considerations, including but not limited to general economic, business and market conditions and estate planning. Except as described in the previous sentence, no Reporting Person currently has any plans or proposals that relate to or would result in any of the transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5 is amended to read in its entirety as follows:

The following table sets forth the number of shares of Common Stock beneficially owned by each Reporting Person as of March 31, 2014:

One of the Trusts has sold an aggregate of 226,066 shares of Common Stock within the past 60 days in open market brokerage transactions, all as more particularly described below:

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None of the Reporting Persons in his or her individual capacity has engaged in any transaction in shares of Common Stock within the past 60 days, except for a sale of 2,000 shares of Common Stock by Michael Kent Mitchell on February 10, 2014 at a price of $59.19 per share.

Item 7 is amended to add the following exhibit:

E-1. Joint Filing Agreement dated as of April 9, 2014 among Jeffrey Todd Mitchell, Michael Kent Mitchell and Meredith L. Dreiss.

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SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: April 11, 2014

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