Item 1. Security and Issuer
This Schedule 13D relates to the common stock, $0.01 par value per share (the WPX Common Stock) of WPX Energy Inc., a Delaware corporation (the
Issuer or WPX). The address of the principal executive offices of the Issuer is 3500 One Williams Center Tulsa, Oklahoma 74172-0172.
Item 2. Identity and Background
This statement is
being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the Exchange Act), by Devon Energy Corporation, a Delaware corporation (Devon or the Reporting Person). The address of the
principal business and the principal office of the Reporting Person is 333 West Sheridan Avenue, Oklahoma City, Oklahoma 73012-5015. Devon is an independent energy company engaged primarily in the exploration, development and production of oil,
natural gas and natural gas liquids.
The name, business address, present principal occupation or employment and citizenship of each director and
executive officer of the Reporting Person is set forth on Schedule A. During the last five years, none of the Reporting Person or, to the knowledge of the Reporting Person, any of the persons listed on Schedule A attached hereto, have
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been 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. Source and Amount of Funds or Other Consideration
On September 26, 2020, Devon entered into an Agreement and Plan of Merger (the Merger Agreement) with the Issuer, pursuant to which, among
other things and subject to the satisfaction or waiver of certain conditions precedent, East Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of Devon (Merger Sub), will merge with and into WPX, with WPX
continuing as the surviving corporation (the Merger) and a wholly-owned, direct subsidiary of Devon and, subject to certain exceptions, each issued and outstanding share of WPX Common Stock will be converted into and exchanged for 0.5165
shares of common stock, par value $0.10 per share, of Devon (Devon Common Stock), as provided in the Merger Agreement.
On September 26,
2020, contemporaneously with the execution of the Merger Agreement, Devon and certain Issuer stockholders affiliated with EnCap Investments L.P. set forth on Schedule B hereto (the EnCap Stockholders) entered into a Support
Agreement, dated September 26, 2020 (the Support Agreement), with respect to the Merger Agreement.
The shares of WPX Common Stock to
which this Schedule 13D relates have not been purchased by the Reporting Person, and no funds were expended in consideration for the execution of either the Merger Agreement or the Support Agreement.
The information set forth or incorporated by reference in Item 4 is incorporated by reference in this Item 3.
Item 4. Purpose of Transaction
Merger
Agreement
Under the terms of, and subject to the conditions set forth in, the Merger Agreement, at the effective time of the Merger (the
Effective Time), each share of WPX Common Stock issued and outstanding immediately prior to the Effective Time will be cancelled and extinguished and automatically converted into the right to receive 0.5165 shares of Devon Common Stock,
except for any shares of WPX Common Stock held by Devon, Merger Sub or any of Devons other subsidiaries or by WPX or any of its subsidiaries, which will be automatically cancelled and no consideration will be paid or delivered in exchange
thereof. No fractional shares of Devon Common Stock will be issued in the Merger, and holders of shares of WPX Common Stock will, instead, receive cash in lieu of a fraction of a share of Devon Common Stock, if any.