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)
Date Exercisable Expiration Date Title Amount or Number of Shares
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
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


Signatures
/s/ See Signatures Included in Exhibit 99.1 2/19/2021
**Signature of Reporting Person Date