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.
Item 3.
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Source and Amount of Funds or Other Consideration
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The information set forth in Item 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.
DEPCO Transaction
On
December 6, 2015, DEPCO Delaware, L.L.C. (DEPCO), a wholly-owned subsidiary of the Issuer, entered into a purchase and sale agreement (the DEPCO Purchase Agreement) with Felix Energy Holdings, LLC
(FE Holdings), EnCap FEx, Felix STACK, Devon Energy Production Company, L.P., a wholly-owned subsidiary of the Issuer, and, solely with respect to certain sections specified therein, the Issuer. Pursuant to the DEPCO Purchase
Agreement, DEPCO agreed to acquire all of the issued and outstanding membership interests of FE Holdings in exchange for (i) $850,000,000 in cash, subject to certain adjustments set forth in the DEPCO Purchase Agreement, and (ii) 23,470,000 shares
of the Issuers Common Stock. The transaction closed on January 7, 2016.
WPX Acquisition and Devon Merger
On December 15, 2019, WPX Energy, Inc., a Delaware corporation (WPX), entered into a Securities Purchase Agreement (the
WPX Purchase Agreement) with Felix Investments. Pursuant to the WPX Purchase Agreement and in connection with the closing of the transactions contemplated thereby (the WPX Acquisition), on March 6, 2020,
WPX acquired all of the issued and outstanding membership interests of Felix Energy Holdings II, LLC, a Delaware limited liability company, previously held by Felix Investments for aggregate consideration of $2,500,000,000 consisting of: (i) an
amount in cash equal to $900,000,000, subject to certain adjustments set forth in the WPX Purchase Agreement, and (ii) 152,910,532 unregistered, fully paid, validly issued and nonassessable shares of common stock, $0.01 par value per share of WPX
(the WPX Common Stock).
On September 26, 2020, the Issuer entered into an Agreement and Plan of Merger (the
Devon Merger Agreement), with WPX and East Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer (Merger Sub), to effect a merger-of-equals. On January 7, 2021 (the Closing Date), the transactions contemplated by the Devon Merger Agreement were consummated. Pursuant to the Devon Merger
Agreement, Merger Sub merged with and into WPX (the Devon Merger), with WPX surviving the Devon Merger as a wholly-owned subsidiary of the Issuer. At the effective time of the Devon Merger (the Effective Time),
each share of WPX Common Stock issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive 0.5165 fully paid and nonassessable shares of Common Stock of the Issuer.
Item 4.
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Purpose of Transaction
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The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
The Reporting Persons expect to review from time to time their investment in the Issuer and may, depending on the market and other conditions
and subject to the terms of the Registration Rights Agreement and the Stockholders Agreement: (i) purchase additional shares of Common Stock, options or related derivatives in the open market, in privately negotiated transactions or
otherwise; (ii) sell, pledge or otherwise dispose of all or a portion of the shares of Common Stock, options or related derivatives now beneficially owned or hereafter acquired by them; and (iii) engage in other proposals as the Reporting
Persons may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.
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