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
                                                                                  
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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 *

Vela Adam M		 2. Issuer Name and Ticker or Trading Symbol

Coterra Energy Inc. [ CTRA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
VP & General Counsel
(Last)          (First)          (Middle)

840 GESSNER ROAD, SUITE 840		 3. Date of Earliest Transaction (MM/DD/YYYY)

2/21/2023
(Street)

HOUSTON, TX 77024
(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 2/21/2023  A  21739 (1)A$0.00 70838 D  
Common Stock         0 (2)I Held in 401(k) 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Shares  (3)2/21/2023  A   21739     (3)1/31/2026 Common 21739 $0.00 21739 D  
Explanation of Responses:
(1) These shares represent restricted stock units payable solely in common stock on January 31, 2026, subject to continued employment, earlier retirement under company policy or, in certain cases, pro-rata reduction in shares for time actually employed in the period from the grant date to the vesting date.
(2) Effective December 28, 2022, the issuer eliminated CTRA stock as an investment alternative available under the issuer's 401(k) plan. As a result, the 15,615 shares of CTRA common stock the reporting person previously reported as beneficially owned under the plan were liquidated.
(3) The performance shares provide for vesting between 0% and 200% of the performance shares awarded (payable in common stock and, for vesting above 100%, in cash) based upon certain performance criteria over a three-year performance period beginning February 1, 2023 and ending January 31, 2026.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Vela Adam M
840 GESSNER ROAD
SUITE 840
HOUSTON, TX 77024

VP & General Counsel
Signatures
Marcus G. Bolinder, Attorney-in-Fact for Adam M. Vela2/23/2023
**Signature of Reporting PersonDate
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.
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