(iv). citizenship.
Other than as set forth on Schedule B attached hereto, during the last five years, to the best of the Reporting Persons
knowledge, no person named on Schedule A, Schedule B or Schedule C attached hereto, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a 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.
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 issued to Felix STACK. 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 (the Issued
Shares) of common stock, $0.01 par value per share of WPX (the WPX Common Stock).
On March 6, 2020, in
connection with the closing of the WPX Acquisition and pursuant to the WPX Purchase Agreement, Felix Investments entered into an Escrow Agreement (the Escrow Agreement) with WPX and Citibank, N.A., a national banking association
organized and existing under the laws of the United States of America, as escrow agent, pursuant to which 11,950,286 shares of WPX Common Stock that were part of the Issued Shares were placed into an escrow account to first satisfy any amounts due
by Felix Investments to WPX pursuant to the indemnification provisions in the WPX Purchase Agreement (such shares held in escrow, as converted pursuant to the Devon Merger Agreement (as defined below), the Escrowed Shares). On
March 6, 2021, the then-remaining Escrowed Shares will be released to Felix Investments, save and except for a number of Escrowed Shares equal to (x) $10,000,000 plus the aggregate amount of all unsatisfied claims for indemnification that WPX
has validly made against Felix Investments on or before such date and which are subject to satisfaction (in whole or part) from the Escrowed Shares, divided by (y) $10.46, as adjusted for the Devon Merger (as defined below). On September 6,
2021, the then-remaining Escrowed Shares will be released to Felix Investments, save and except for a number of Escrowed Shares equal to the aggregate amount of all unsatisfied claims for indemnification that WPX has validly made against Felix
Investments on or before such date and which are subject to satisfaction (in whole or part) from the Escrowed Shares, divided by $10.46, as adjusted for the Devon Merger.
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.
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