CUSIP No. 136385507
CUSIP No. 136385507
Explanatory Note
This Amendment No. 1 (this “
Amendment
”) amends the Schedule 13D filed by the Reporting Persons on June 8, 2017 (the “
Original Schedule 13D
”, and together with this Amendment, this “
Schedule 13D
”). Capitalized terms used in this Amendment and not otherwise defined have the same meanings ascribed to them in the Original Schedule 13D. Unless specifically amended hereby, the disclosure set forth in the Original Schedule 13D remains unchanged.
Item 2.
Identity and Background
Schedule I to Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as set forth in Schedule I attached hereto.
Item 4.
Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended as follows:
On May 7, 2018, the Reporting Persons sold 97,560,975 CNQ Common Shares at a price of $33.90 per share in a private transaction to multiple broker-dealers.
Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans or make proposals, and take such action with respect thereto, including any or all of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.
Item 5.
Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a) – (b) As of the date of this filing, the Reporting Persons are the beneficial owners of 0 CNQ Common Shares, which constitutes approximately 0% of the CNQ Common Shares of the CNQ Common Shares issued and outstanding. Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule I hereto beneficially owns any CNQ Common Shares.
(c) Except as set forth in Item 4 and this Item 5, to the best knowledge of the Reporting Persons, none of the Reporting Persons nor any other person listed on Schedule I hereto has effected any transaction in the CNQ Common Shares during the past 60 days.
(d) To the best knowledge of the Reporting Persons, no other person has the right to receive dividends from, or the proceeds from the sale of, the CNQ Common Shares reported in this Item 5.
(e) As of May 7, 2018, the Reporting Persons ceased to be the beneficial owners of more than 5% of the CNQ Common Shares.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Original Schedule 13D is hereby amended as follows:
Except for the agreements described in this Schedule 13D, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), among the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person or entity referred to on Schedule I hereto, or between such persons and any other person, with respect to any securities of Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.
Material to Be Filed as Exhibits
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1.
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Joint Filing Agreement, dated as of May 31, 2017, by and among the Reporting Persons.*
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2.
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Registration Rights Agreement, dated as of May 31, 2017, by and between Shell Canada Limited, Shell Canada Energy, Shell Canada Resources, Shell Gas B.V. and Canadian Natural Resources Limited.*
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3.
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Power of Attorney, dated as of November 30, 2017.**
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* Incorporated by reference to the Original Schedule 13D, filed with the Securities and Exchange Commission on June 8, 2017.
** Filed herewith.
SIGNATURES