FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Gaspar Clay M 2. Issuer Name and Ticker or Trading Symbol DEVON ENERGY CORP/DE [ DVN ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP and COO
(Last)         (First)         (Middle)
333 W. SHERIDAN AVE.
3. Date of Earliest Transaction (MM/DD/YYYY)
1/7/2021
(Street)
OKLAHOMA CITY, OK 73102
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
1/11/2021 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 1/7/2021    A    336902  A  (1) 336902  D   
Common Stock (2) 1/7/2021    A    35845  A  (2) 372747  D   
Common Stock (3) 1/7/2021    A    67389  A  (3) 440136  D   
Common Stock (4) 1/7/2021    A    45601  A  (4) 485737  D   
Common Stock (5) 1/7/2021    A    132059  A  (5) 617796  D   
Common Stock (6) 1/7/2021    A    141141  A  (6) 758937  D   
Common Stock (7) 1/7/2021    A    126354  A  (7) 885291  D   
Common Stock (8) 1/7/2021    A    57001  A  (8) 942292  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Pursuant to the terms of the Agreement and Plan of Merger, dated as of September 26, 2020, by and among Devon Energy Corporation ("Devon"), East Merger Sub, Inc. and WPX Energy, Inc. ("WPX") (the "Merger Agreement"), on January 7, 2021 (the "Closing Date"), WPX became a wholly owned subsidiary of Devon. Pursuant to the Merger Agreement, on the Closing Date, each share of WPX Common Stock held by the reporting person was converted automatically into 0.5165 shares of Devon Common Stock.
(2)  Pursuant to the Merger Agreement, on the Closing Date, each restricted stock award under a WPX benefit plan ("WPX RSA") was converted into 0.5165 shares of Devon Common Stock. The same terms and conditions applicable to WPX RSAs before the conversion will continue to apply. The WPX RSAs granted to the reporting person on March 1, 2019 were converted into 35,845 shares of Devon Common Stock, which will vest in the following increments: 17,922 on March 2, 2021, and 17,923 on March 2, 2022.
(3)  The WPX RSAs granted to the reporting person on March 2, 2020 were converted into 67,389 shares of Devon Common Stock, which will vest in the following increments: 22,463 on March 2, 2021, 22,463 on March 2, 2022, and 22,463 on March 2, 2023.
(4)  The WPX RSAs granted to the reporting person on March 9, 2020 were converted into 45,601 shares of Devon Common Stock, which will vest in the following increments: 15,200 on March 9, 2021, 15,200 on March 9, 2022, and 15,201 on March 9, 2023
(5)  Pursuant to the Merger Agreement, on the Closing Date, each performance-based WPX restricted stock unit ("WPX RSU") was converted into 0.5165 Devon restricted stock unit ("Devon RSU"), with each Devon RSU representing a contingent right to receive a share of Devon Common Stock. The same terms and conditions applicable to WPX RSUs before the conversion will continue to apply, except for any performance-based vesting conditions. The WPX RSUs granted to the reporting person on March 2, 2018 were converted into 132,059 Devon RSUs, which will vest on March 2, 2021.
(6)  The WPX RSUs granted to the reporting person on March 1, 2019 were converted into 141,141 Devon RSUs, which will vest on March 2, 2022.
(7)  The WPX RSUs granted to the reporting person on March 2, 2020 were converted into 126,354 Devon RSUs, which will vest on March 2, 2023.
(8)  The WPX RSUs granted to the reporting person on March 9, 2020 were converted into 57,001 Devon RSUs, which will vest on March 9, 2023.

Remarks:
The Form 4 filed by the reporting person on January 11, 2021 reported the conversion of certain shares of WPX Common Stock previously held by the reporting person into 336,903 shares of Devon Common Stock. The actual number of shares of Devon Common Stock acquired by the reporting person with respect to such shares of WPX Common Stock was 336,902. This Form 4 is being amended to reflect such change in share amount.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gaspar Clay M
333 W. SHERIDAN AVE.
OKLAHOMA CITY, OK 73102


EVP and COO

Signatures
/s/ Edward T. Highberger, Attorney-in-Fact for Clay M. Gaspar 3/3/2021
**Signature of Reporting Person Date