Explanatory Note
This Amendment No. 2 (this “Amendment”) amends the information provided in the Schedule 13D filed on March 16, 2020
(the “First Schedule 13D”) with the Securities and Exchange Commission (the “SEC”) by Felix Investments Holdings II, LLC (“Felix Investments”), Felix Energy Investments II, LLC (“Felix
Energy”) and EnCap Partners GP, LLC, each a Delaware limited liability company (“EnCap Partners GP”), and EnCap Energy Capital Fund X, L.P., a Texas limited partnership (“EnCap Fund X” and, together with
EnCap Partners GP, Felix Energy and Felix Investments, the “Specified Stockholders”), as amended by Amendment No. 1 filed on October 1, 2020 (the “Second Schedule 13D” and, together with the First
Schedule 13D, the “Original Schedule 13D”) with the SEC by the Specified Stockholders. This Amendment amends the Original Schedule 13D on behalf of the undersigned to furnish the information set forth herein and relates to the
beneficial ownership of the shares of common stock, $0.01 par value per share (the “Common Stock”), of WPX Energy, Inc., a Delaware corporation (the “Issuer”). Except as otherwise specified in this Amendment, all
items left blank remain unchanged in all material respects and any items that are reported are deemed to amend and restate the corresponding items in the Original Schedule 13D in their entirety.
This Amendment is being filed on behalf of the reporting persons identified on the cover pages of this Amendment. Capitalized terms used
herein but not defined herein have the respective meanings ascribed to them in the Original Schedule 13D. This Amendment constitutes an exit filing for the Reporting Persons in respect of Common Stock previously reported as beneficially owned by the
Reporting Persons.
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Item 2.
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Identity and Background
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Item 2 of the Original Schedule 13D is amended to include the following after the final paragraph:
As a result of the Merger, as discussed further below in Item 6, the Issuer became a wholly-owned, direct subsidiary of Devon.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Original Schedule 13D is amended to include the following after the final paragraph:
The information set forth in Item 2 of this Amendment is incorporated by reference herein. As a result of the Merger, the Reporting Persons no
longer own any shares of Common Stock. Consequently, this Amendment constitutes an exit filing for the Reporting Persons.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Original Schedule 13D is amended to include the following after the final paragraph:
Completion of the Devon Merger
On January 7, 2021, the transactions contemplated by the Merger Agreement were consummated. Pursuant to the terms of the Merger Agreement,
each issued and outstanding share of Common Stock was converted into the right to receive 0.5165 fully paid and nonassessable shares of common stock, $0.10 par value, of Devon. As a result of the Merger, the Support Agreement was terminated in
accordance with the terms of the Support Agreement upon the Effective Time.
As a result of the foregoing and as of the Effective Time,
the Reporting Persons no longer beneficially own any shares of Common Stock.
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