FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response... 0.5
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SHERMAN SCOTT G 		2. Issuer Name and Ticker or Trading Symbol

XTO ENERGY INC [ XTO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

777 TAYLOR STREET, SUITE 1135 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/24/2010
(Street)

FORT WORTH, TX 76102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(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 Stock   5/24/2010     M    17702   (1) A $6.7034   (1) 67348   D    
Common Stock   5/24/2010     M    17702   (2) A $7.0678   (2) 85050   D    
Common Stock   5/24/2010     M    20805   (3) A $19.1641   (3) 105855   D    
Common Stock   5/24/2010     M    20805   (4) A $30.6856   (4) 126660   D    
Common Stock                  459406   I   By Partnership  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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) 1998 Plan   $6.7034   (1) 5/24/2010     M         17702   (1)     (1) 5/16/2011   Common Stock   17702   $0   0   D    
Stock Option (right to buy) 1998 Plan   $7.0678   (2) 5/24/2010     M         17702   (2)     (2) 5/22/2012   Common Stock   17702   $0   0   D    
Stock Option (right to buy) 2004 Plan   $19.1641   (3) 5/24/2010     M         20805   (3)     (3) 11/16/2011   Common Stock   20805   $0   0   D    
Stock Option (right to buy) 2004 Plan   $30.6856   (4) 5/24/2010     M         20805   (4)     (4) 11/15/2012   Common Stock   20805   $0   0   D    

Explanation of Responses:
( 1)  As adjusted for a three-for-two stock split on June 5, 2001, the four-for-three stock split on March 18, 2003, the five-for-four stock split on March 17, 2004, the four-for-three stock split on March 15, 2005, the five-for-four stock split effected on December 13, 2007, the value of the dividend of Cross Timbers Royalty Trust units of beneficial interest to holders of XTO Energy common stock on September 18, 2003 and the value of the dividend of Hugoton Royalty Trust units of beneficial interest to holders of XTO Energy common stock on May 12, 2006. Exercise of an option originally reported as an option to purchase 4,050 shares at an exercise price of $29.30. 33-1/3% of the options became exercisable when the common stock traded at or above $30, 33-1/3% became exercisable when the common stock traded at or above $32.50 and the remaining 33-13% became exercisable when the common stock traded at or above $23.33
( 2)  As adjusted for the four-for-three stock split on March 18, 2003, the five-for-four stock split on March 17, 2004, the four-for-three stock split on March 15, 2005, the five-for-four stock split effected on December 13, 2007, the value of the dividend of Cross Timbers Royalty Trust units of beneficial interest to holders of XTO Energy common stock on September 18, 2003 and the value of the dividend of Hugoton Royalty Trust units of beneficial interest to holders of XTO Energy common stock on May 12, 2006. Exercise of an option originally reported as an option to purchase 6,075 shares at an exercise price of $20.595. 50% of the options became exercisable when the common stock traded at or above $22, and the remaining 50% became exercisable when the common stock traded at or above $24.
( 3)  As adjusted for a four-for-three stock split effected on March 15, 2005, the five-for-four stock split effected on December 13, 2007 and the value of the dividend of Hugoton Royalty Trust units of beneficial interest to holders of XTO Energy common stock on May 12, 2006. Exercise of an option originally reported as an option to purchase 12,000 shares at an exercise price of $33.225 per share. 50% of the options became exercisable when the common stock traded at or above $37.50, and the remaining 50% became exercisable when the common stock traded at or above $42.50.
( 4)  As adjusted for a five-for-four stock split effected on December 13, 2007 and the value of the dividend of Hugoton Royalty Trust units of beneficial interest to holders of XTO Energy common stock on May 12, 2006 ("HGT Distribution"). Exercise of an option originally reported as an option to purchase 16,000 shares at an exercise price of $39.90 per share. 50% of the options became exercisable when the common stock closed at or above $45, and the remaining 50% became exercisable when the common stock closed at or above $48.17 (as adjusted for the HGT Distribution).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SHERMAN SCOTT G
777 TAYLOR STREET, SUITE 1135
FORT WORTH, TX 76102 		X



Signatures
Frank G. McDonald, Attorney-in-Fact for Scott G. Sherman 5/26/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
XTO (NYSE:XTO)
過去 株価チャート
から 11 2024 まで 12 2024 XTOのチャートをもっと見るにはこちらをクリック
XTO (NYSE:XTO)
過去 株価チャート
から 12 2023 まで 12 2024 XTOのチャートをもっと見るにはこちらをクリック