05/11/2026 | Press release | Distributed by Public on 05/11/2026 17:47
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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WATTS MARCUS A THREE MEMORIAL CITY PLAZA 840 GESSNER ROAD, SUITE 1400 HOUSTON, TX 77024 |
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| /s/ Edward T. Highberger, attorney-in-fact | 05/11/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On May 7, 2026, pursuant to the Agreement and Plan of Merger entered into on February 1, 2026, by and among Devon Energy Corporation (''Devon''), Coterra Energy Inc. (''Coterra") and Cubs Merger Sub, Inc., as of the effective time of the transactions contemplated thereby (the "Effective Time"), each share of Coterra's common stock, par value $0.10 per share ("Coterra Common Stock") was converted into the right to receive 0.7 shares of Devon's common stock, par value $0.10 per share ("Devon Common Stock"), subject to certain exceptions. |
| (2) | This amount includes 51,756 shares of Devon Common Stock subject to restricted stock unit awards that, as of the Effective Time, were converted, on the same terms and conditions, from the corresponding deferred awards of vested restricted stock units relating to Coterra Common Stock ("Coterra Deferred RSU Awards") held by the reporting person into restricted stock unit awards covering a total number of shares of Devon Common Stock equal to the product of (i) the total number of shares of Coterra Common Stock subject to such Coterra Deferred RSU Awards as of immediately prior to the Effective Time, multiplied by (ii) 0.7. |