FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
HILL RALPH A

(Last) (First) (Middle)
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 12/31/2011 J(1) 4,832 A $0.00 4,832 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $10.86 12/31/2011 A 112,320 02/23/2012 02/23/2012 Common Stock 112,320 $10.86 112,320 D
Restricted Stock Units $10.86 12/31/2011 A 112,320 (2) (2) Common Stock 112,390 $10.86 112,320 D
Restricted Stock Units $21.22 12/31/2011 A 55,521 02/23/2013 02/23/2013 Common Stock 55,521 $21.22 55,521 D
Restricted Stock Units $21.22 12/31/2011 A 55,521 (2) (2) Common Stock 55,521 $21.22 55,521 D
Restricted Stock Units $29.73 12/31/2011 A 39,258 02/24/2014 02/24/2014 Common Stock 39,258 $29.73 39,258 D
Restricted Stock Units $29.73 12/31/2011 A 39,258 (2) (2) Common Stock 39,258 $29.73 39,258 D
Employee Options (Right to Buy) $15.67 12/31/2011 A 26,258 02/26/2008 02/26/2017 Common Stock 26,258 $15.67 26,258 D
Employee Options (Right to Buy) $15.67 12/31/2011 A 26,258 02/26/2009 02/26/2017 Common Stock 26,258 $15.67 26,258 D
Employee Options (Right to Buy) $15.67 12/31/2011 A 26,259 02/26/2010 02/26/2017 Common Stock 26,259 $15.67 26,259 D
Employee Options (Right to Buy) $20.21 12/31/2011 A 23,236 02/25/2009 02/25/2018 Common Stock 23,236 $20.21 26,236 D
Employee Options (Right to Buy) $20.21 12/31/2011 A 23,236 02/25/2010 02/25/2018 Common Stock 23,236 $20.21 23,236 D
Employee Options (Right to Buy) $20.21 12/31/2011 A 23,238 02/25/2011 02/25/2018 Common Stock 23,238 $20.21 23,238 D
Employee Options (Right to Buy) $6.02 12/31/2011 A 56,558 02/23/2010 02/23/2019 Common Stock 56,558 $6.02 56,558 D
Employee Options (Right to Buy) $6.02 12/31/2011 A 56,560 02/23/2011 02/23/2019 Common Stock 56,560 $6.02 56,560 D
Employee Options (Right to Buy) $6.02 12/31/2011 A 56,560 02/23/2012 02/23/2019 Common Stock 56,560 $6.02 56,560 D
Employee Options (Right to Buy) $11.75 12/31/2011 A 30,605 02/23/2011 02/23/2020 Common Stock 30,605 $11.75 30,605 D
Employee Options (Right to Buy) $11.75 12/31/2011 A 30,605 02/23/2012 02/23/2020 Common Stock 30,605 $11.75 30,605 D
Employee Options (Right to Buy) $11.75 12/31/2011 A 30,605 02/23/2013 02/23/2020 Common Stock 30,605 $11.75 30,605 D
Employee Options (Right to Buy) $16.46 12/31/2011 A 24,162 02/24/2012 02/23/2021 Common Stock 24,162 $16.46 24,162 D
Employee Options (Right to Buy) $16.46 12/31/2011 A 24,162 02/24/2013 02/23/2021 Common Stock 24,162 $16.46 24,162 D
Employee Options (Right to Buy) $16.46 12/31/2011 A 24,166 02/24/2014 02/24/2021 Common Stock 24,166 $16.46 24,166 D
Explanation of Responses:
1. Receipt of spin-off distribution.
2. Vesting is subject to applicable grant agreement and compensation committee certification that the Company has met the three year performance measure. The specific performance measure will be based on total shareholder return with absolute and relative dependent measures.
Remarks:
By: Stephen E. Brilz, Attorney-in-Fact for Ralph A. Hill 02/13/2012
** 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).
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