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 *

FAULKNER STEPHEN L JR
2. Issuer Name and Ticker or Trading Symbol

WPX ENERGY, INC. [ WPX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP Controller and CAO
(Last)          (First)          (Middle)

3500 ONE WILLIAMS CENTER
3. Date of Earliest Transaction (MM/DD/YYYY)

3/2/2018
(Street)

TULSA, OK 74172
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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   3/2/2018     F    2113   (1) D $14.54   44177.351   D    
Common Stock   3/2/2018     F    2530   (1) D $14.54   41647.351   D    
Common Stock   3/2/2018     F    1683   (1) D $14.54   39964.351   D    
Common Stock   3/2/2018     M    6176   (2) A   (3) 46140.351   D    
Common Stock   3/2/2018     F    2740   (4) D $14.54   43400.351   D    
Common Stock   3/2/2018     A    12180   (5) A $0.00   55580.351   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
Restricted Stock Units   (6)   (7) 3/2/2018     A      5220         (8)   (8) Common Stock   5220   (7) $0.00   23606   D    
Restricted Stock Units   (6)   (3) 3/2/2018     M         6176      (9)   (9) Common Stock   6176   (2)   (3) 17430   D    

Explanation of Responses:
(1)  Represents shares withheld to satisfy withholding tax obligations due upon vesting of restricted stock.
(2)  Number 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 1.
(3)  Each 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 had met the three-year performance measure.
(4)  Represents shares withheld to satisfy withholding tax obligations due upon vesting of restricted stock units.
(5)  Subject to the applicable award agreement, this award vests in the following increments: 4,060 on March 1, 2019, 4,060 on March 2, 2020, and 4,060 on March 2, 2021.
(6)  Vesting 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.
(7)  Each 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.
(8)  Subject 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, 2021.
(9)  Award vested on March 2, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FAULKNER STEPHEN L JR
3500 ONE WILLIAMS CENTER
TULSA, OK 74172


VP Controller and CAO

Signatures
By Stephen E. Brilz, Attorney-in-Fact for Stephen L. Faulkner, Jr. 3/6/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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