UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On January 8, 2021, Devon Energy Corporation (the “Company” or “Devon”) registered 83,081 shares (the “Shares”) of its common stock, par value $0.10 per share (the “Devon Common Stock”), under the Company’s registration statement on Form S-3 (File No. 333-236951) (the “Registration Statement”), as supplemented by a prospectus supplement, dated as of January 8, 2021, filed with the Securities and Exchange Commission on January 8, 2021. The Shares are issuable to certain former employees of WPX Energy, Inc. (“WPX”) upon the exercise of certain options to purchase shares of common stock of WPX that were assumed by Devon and converted into options with respect to shares of Devon Common Stock (subject to appropriate adjustments to the number of shares and exercise price) in connection the consummation on January 7, 2021 of the transactions contemplated by the Agreement and Plan of Merger, dated as of September 26, 2020 (the “Merger Agreement”), by and among Devon, East Merger Sub, Inc., a Delaware corporation and wholly-owned, direct, subsidiary of Devon and WPX.
The Company is filing this report to provide the legal opinion as to the validity of the Shares, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Shares. | |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DEVON ENERGY CORPORATION | ||||||
| Date: January 19, 2021 | /s/ Jeffrey L. Ritenour | |||||
| Jeffrey L. Ritenour | ||||||
| Executive Vice President and Chief Financial Officer | ||||||