Form 4
Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*
Hackett, James T.
2. Issuer Name and Ticker or Trading Symbol
Devon Energy Corporation   (DVN)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)      

_X_ Director                            ___ 10% Owner
___ Officer (give title below)   ___ Other (specify below)


(Last)             (First)            (Middle)

1001 Fannin, Suite 1600
3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Day/Year

04/25/2003
(Street)

Houston, TX 77002
5. If Amendment, Date of Original (Month/Day/Year)

 
7. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)             (State)             (Zip) 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
Following Reported
Transactions
(Instr. 3 and 4)
6. Ownership Form:
Direct (D)
or Indirect (I)
(Instr. 4)
7. Nature of Indirect
Beneficial Ownership
(Instr. 4)
Code V Amount (A)
or
(D)
Price
Common 04/25/2003   A   253,627 A (1) 253,627 D  
Common 04/25/2003   A   41,201 A (2) 41,201 I (2)
Common 04/25/2003   A   453 A (3) 453 I (3)
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 Instructions 4(b)(v).
 
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(Over)
SEC 1474 (9-02)
FORM 4 (continued)
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
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)
Code V (A) (D) Date
Exercisable
Expiration
Date
Title Amount
or
Number
of Shares
Stock Option (Right to Buy) SGO-(98)NQ $28.23 04/25/2003   A   82,800   04/25/2003 09/16/2008 Common 82,800 (4) 82,800 D  
Stock Option (Right to Buy) SGO-(95)NQ $28.23 04/25/2003   A   65,317   04/25/2003 09/16/2008 Common 65,317 (5) 65,317 D  
Stock Option (Right to Buy) SGO-(95)NQ $28.23 04/25/2003   A   10,626   04/25/2003 09/16/2008 Common 10,626 (6) 10,626 D  
Stock Option (Right to Buy) OEI-(98)NQ $16.45 04/25/2003   A   43,869   04/25/2003 03/20/2009 Common 43,869 (7) 43,869 D  
Stock Option (Right to Buy) OEI-(99)NQ $23.55 04/25/2003   A   41,400   04/25/2003 05/25/2009 Common 41,400 (8) 41,400 D  
Stock Option (Right to Buy) OEI-(99)NQ $25.51 04/25/2003   A   31,050   04/25/2003 09/16/2009 Common 31,050 (9) 31,050 D  
Stock Option (Right to Buy) OEI-(99)NQ $17.66 04/25/2003   A   41,400   04/25/2003 01/03/2010 Common 41,400 (10) 41,400 D  
Stock Option (Right to Buy) OEI-(99)NQ $41.36 04/25/2003   A   20,700   04/25/2003 09/17/2010 Common 20,700 (11) 20,700 D  
Stock Option (Right to Buy) OEI-(99)NQ $40.15 04/25/2003   A   43,470   04/24/2003 01/02/2011 Common 43,470 (12) 43,470 D  
Stock Option (Right to Buy) OEI-(99)NQ $47.94 04/25/2003   A   10,350   03/24/2003 07/16/2011 Common 10,350 (13) 10,350 D  
Stock Option (Right to Buy) OEI-(99)ISO $45.07 04/25/2003   A   6,655   04/25/2003 01/02/2012 Common 6,655 (14) 6,655 D  
Stock Option (Right to Buy) OEI-(99)NQ $45.07 04/25/2003   A   96,844   04/25/2003 01/02/2012 Common 96,844 (15) 96,844 D  
Stock Option (Right to Buy) OEI-(01)NQ $49.03 04/25/2003   D   83,421   04/25/2003 01/02/2013 Common 83,421 (16) 83,421 D  
Explanation of Responses:

(1) Received in exchange for 612,628 shares (including 1,302 shares acquired during 2002 as a participant in the OEI Employee Stock Purchase Plan) of Ocean Energy, Inc. ("OEI") Common Stock in connection with the merger of OEI into Devon Energy Corporation ("DVN") (the "Merger"). On the effective date of the Merger, the closing price of DVN Common Stock was $48.65 per share, and the exchange rate was 0.414 shares of DVN Common Stock for each share of OEI Common Stock.

(2) Represents share interest received in exchange for a 99,520 share interest held in the OEI Supplemental Benefit Plan as of April 25, 2003 in connection with the Merger. On the effective date of the Merger, the closing price of DVN Common Stock was $48.65 per share, and the exchange rate was 0.414 shares of DVN Common Stock for each share of OEI Common Stock.

(3) Represents share interest received in exchange for a 1,095 share interest held in the Ocean Retirement Savings Plan as of April 25, 2003 in connection with the Merger. On the effective date of the Merger, the closing price of DVN Common Stock was $48.65 per share, and the exchange rate was 0.414 shares of DVN Common Stock for each share of OEI Common Stock.

(4) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 200,000 shares of OEI Common Stock for $11.6875 per share.

(5) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 157,772 shares of OEI Common Stock for $11.6875 per share.

(6) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 25,668 shares of OEI Common Stock for $11.6875 per share.

(7) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 105,966 shares of OEI Common Stock for $6.8125 per share.

(8) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 100,000 shares of OEI Common Stock for $9.75 per share.

(9) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 75,000 shares of OEI Common Stock for $10.5625 per share.

(10) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 100,000 shares of OEI Common Stock for $7.3125 per share.

(11) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 50,000 shares of OEI Common Stock for $17.1250 per share.

(12) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 105,000 shares of OEI Common Stock for $16.6250 per share.

(13) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 25,000 shares of OEI Common Stock for $19.85 per share.

(14) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 16,077 shares of OEI Common Stock for $18.66 per share.

(15) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 233,923 shares of OEI Common Stock for $18.66 per share.

(16) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 201,500 shares of OEI Common Stock for $20.30 per share.


** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ Janice A. Dobbs
**Signature of Reporting Person
Attorney-in-Fact for James T. Hackett
04/29/2003 
Date
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