Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 ^*

Partners Ltd

2. Date of Event Requiring Statement (MM/DD/YYYY) 2/9/2021

3. Issuer Name and Ticker or Trading Symbol

CHESAPEAKE ENERGY CORP [CHK]

(Last) (First) (Middle)

BROOKFIELD PLACE, 181 BAY STREET, SUITE 300

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

TORONTO, A6 M5J2T3

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7646594	I ⁽¹⁾	See Footnote ⁽⁵⁾⁽⁶⁾
Common Stock	3142523	I ⁽²⁾	See Footnote ⁽⁵⁾⁽⁶⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (right to buy)	2/9/2021	2/9/2026	Common Stock	289434 ⁽³⁾	$36.18	I	See Footnote ⁽⁵⁾⁽⁶⁾
Warrant (right to buy)	2/9/2021	2/9/2026	Common Stock	91118 ⁽⁴⁾	$36.18	I	See Footnote ⁽⁵⁾⁽⁶⁾

Explanation of Responses:
(1)	Consists of 7,646,594 shares of common stock, par value $0.01 per share ("Common Stock") of Chesapeake Energy Corporation (the "Company") beneficially owned by Oaktree Fund GP, LLC ("Fund GP") on behalf of certain of its managed funds and accounts. All share amounts reported on this Form 3 represent estimates based on the records of the Reporting Persons and therefore are subject to finalization pursuant to the settlement process in connection with the emergence of the Company from bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code. As a result, these amounts may be subject to change as the settlement process is completed.
(2)	Consists of 3,142,523 shares of Common Stock beneficially owned by Fund GP on behalf of certain of its managed funds and accounts. All share amounts reported on this Form 3 represent estimates based on the records of the Reporting Persons and therefore are subject to finalization pursuant to the settlement process in connection with the emergence of the Company from bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code. As a result, these amounts may be subject to change as the settlement process is completed.
(3)	Consists of Class C Warrants issued by the Company pursuant to the Class C Warrant Agreement, dated as of February 9, 2021 (the "Warrants") beneficially owned by Fund GP on behalf of certain of its managed funds and accounts exercisable for 289,434 shares of Common Stock at an exercise price of $36.18 per share. The Warrant amounts reported on this Form 3 represent estimates based on the records of the Reporting Persons and therefore are subject to finalization pursuant to the settlement process in connection with the emergence of the Company from bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code. As a result, these amounts may be subject to change as the settlement process is completed.
(4)	Consists of Warrants of the Company beneficially owned by Fund GP on behalf of certain of its managed funds and accounts exercisable for 91,118 shares of Common Stock at an exercise price of $36.18 per share. The Warrant amounts reported on this Form 3 represent estimates based on the records of the Reporting Persons and therefore are subject to finalization pursuant to the settlement process in connection with the emergence of the Company from bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code. As a result, these amounts may be subject to change as the settlement process is completed.
(5)	This Form 3 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Fund GP, (ii) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (iii) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (iv) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I, (v) Oaktree Holdings, LLC ("Holdings LLC"), in its capacity as the managing member of Holdings I, (vi) Oaktree Capital Group, LLC ("OCG"), in its capacity as the managing member of Holdings LLC, (vii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as the indirect owner of the class B units of OCG, (cont'd on FN 6)
(6)	(cont'd from FN 5) (iix) Brookfield Asset Management Inc. ("BAM"), in its capacity as the indirect owner of the class A units of OCG and (ix) Partners Limited, in its capacity as the sole owner of Class B Limited Voting Shares of BAM. Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 3.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Partners Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J2T3		X
BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J2T3		X
Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA 90071		X
Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA 90071		X
OAKTREE HOLDINGS, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA 90071		X
OCM HOLDINGS I, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA 90071		X
Oaktree Capital I, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA 90071		X
OAKTREE FUND GP I, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA 90071		X
Oaktree Fund GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA 90071		X