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Form 4 WPX ENERGY, INC. For: Mar 02 Filed by: Muncrief Richard E

March 6, 2018 5:47 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Muncrief Richard E
(Last) (First) (Middle)
3500 ONE WILLIAMS CENTER
(Street)
TULSA OK 74172
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WPX ENERGY, INC. [ WPX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/02/2018   F   25,343 (1) D $ 14.54 902,584 D  
Common Stock 03/02/2018   F   35,480 (1) D $ 14.54 867,104 D  
Common Stock 03/02/2018   F   25,729 (1) D $ 14.54 841,375 D  
Common Stock 03/02/2018   M   257,142 (2) A (3) 1,098,517 D  
Common Stock 03/02/2018   F   114,043 (4) D $ 14.54 984,474 D  
Common Stock 03/02/2018   A   187,500 (5) A $ 0 1,171,974 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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) 03/02/2018   A   281,250     (8)   (8) Common Stock 281,250 (7) $ 0 1,159,450 (9) D  
Restricted Stock Units (6) (3) 03/02/2018   M     257,142   (10)   (10) Common Stock 257,142 (2) (3) 902,308 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: 62,500 on March 1, 2019, 62,500 on March 2, 2020, and 62,500 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. Certain of Mr. Muncrief's previously granted restricted stock units expired in 2017 when conditions for vesting were not met.
10. Award vested on March 2, 2018.
By Stephen E. Brilz, Attorney-in-Fact for Richard E. Muncrief 03/06/2018
** 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 Number.

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