CXO Concho Resources Inc

FORM 4 [X] 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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Counts Travis	2. Issuer Name and Ticker or Trading Symbol CONCHO RESOURCES INC [ CXO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) SVP, Gen Counsel and Corp Sec
(Last)          (First)          (Middle) ONE CONCHO CENTER, 600 W. ILLINOIS AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 6/8/2020
(Street) MIDLAND, TX 79701 (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	6/8/2020		G	V	383	D	$0	64011	D
Common Stock	1/15/2021		A		18886	A	$0 (1)	82897	D
Common Stock	1/15/2021		F		21206	D	$69.35 (2)	61691	D
Common Stock	1/15/2021		D		61691	D	$0 (3)	0	D

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

Explanation of Responses:
(1)	On January 15, 2021, pursuant to the Agreement and Plan of Merger dated as of October 18, 2020 (the "Merger Agreement"), by and among Concho Resources Inc. ("Concho"), Falcon Merger Sub Corp. ("Merger Sub") and ConocoPhillips ("ConocoPhillips"), Merger Sub merged with and into Concho (the "Merger"), with Concho surviving the Merger as a wholly-owned subsidiary of ConocoPhillips. Immediately prior to the effective time of the Merger (the "Effective Time") the outstanding awards of Concho performance-based restricted stock granted to the Reporting Person on January 4, 2021 vested based on target performance.
(2)	Immediately prior to the Effective Time, the outstanding awards of Concho restricted stock held by the Reporting Person vested. Concho withheld shares of its common stock that would have otherwise been issuable to the Reporting Person to satisfy Concho's tax withholding obligations in connection with the vesting of the performance-based restricted stock awards granted on January 4, 2021 and the vesting of the restricted stock awards. The number of shares of Concho common stock withheld was determined based on the high/low average share price of January 14, 2021.
(3)	Pursuant to the Merger Agreement, each share of Concho common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 1.46 shares of ConocoPhillips common stock. On January 14, 2021 (the day prior to the Merger), the closing price of one share of ConocoPhillips common stock was $47.87.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Counts Travis ONE CONCHO CENTER 600 W. ILLINOIS AVENUE MIDLAND, TX 79701			SVP, Gen Counsel and Corp Sec

Signatures
/s/ Travis L. Counts		1/20/2021
**Signature of Reporting Person		Date