Statement of Changes in Beneficial Ownership (4)
May 27 2022 - 7:46PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
Blackstone Holdings III L.P. |
2. Issuer Name and Ticker or Trading Symbol
CHESAPEAKE ENERGY CORP
[
CHK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former 10% Owner |
(Last)
(First)
(Middle)
C/O BLACKSTONE INC., 345 PARK AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/25/2022 |
(Street)
NEW YORK, NY 10154
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/25/2022 | | S | | 4236 | D | $100.1071 (1) | 1311663 | I | See Footnotes (2)(4)(5)(6)(7)(8) |
Common Stock | 5/26/2022 | | S | | 140719 | D | $100.5275 (9) | 1170944 | I | See Footnotes (2)(4)(5)(6)(7)(8) |
Common Stock | 5/26/2022 | | S | | 5045 | D | $101.0153 (10) | 1165899 | I | See Footnotes (2)(4)(5)(6)(7)(8) |
Common Stock | | | | | | | | 11500000 | I | See Footnotes (3)(4)(5)(6)(7)(8) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | The price reported in Column 4 is a weighted average price. These shares of common stock, par value $0.01 per share ("Common Stock"), of Chesapeake Energy Corporation (the "Issuer")
were sold in multiple transactions ranging from $100.04 to $100.23, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the
Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price in the range set forth in this footnote. |
(2) | Reflects securities directly held by BX Vine Intermediate Holdco L.P. after the sales reported herein. |
(3) | Reflects securities directly held by BX Vine ML Holdco L.P. BX Vine ML Holdco GP L.L.C. is the general partner of BX Vine ML Holdco L.P. |
(4) | BX Vine Intermediate Holdco L.P. is the sole member of BX Vine ML Holdco GP L.L.C. BCP VI/BEP II/BEP Holdings Manager L.L.C. is the general partner of BX Vine Intermediate
Holdco L.P. The controlling interests of BCP VI/BEP II/BEP Holdings Manager L.L.C. are held by its managing members Blackstone Energy Management Associates II L.L.C., Blackstone
Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II
L.L.C. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C.
Blackstone Holdings III L.P. is the managing member of each of Blackstone EMA II L.L.C., Blackstone EMA L.L.C. and BMA VI L.L.C. |
(5) | (Continued from Footnote 4) Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of
Blackstone Holdings III GP L.P. Blackstone Inc. ("Blackstone") is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of
Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen
A. Schwarzman. |
(6) | Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of
information supplied by another Reporting Person. |
(7) | Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except
to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting
Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of
all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose. |
(8) | Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. |
(9) | The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were sold in multiple transactions ranging from $100.00 to $100.9971, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price in the range set forth in this footnote. |
(10) | The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were sold in multiple transactions ranging from $101.00 to $101.09, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price in the range set forth in this footnote. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Blackstone Holdings III L.P. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
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| Former 10% Owner |
Blackstone Holdings III GP L.P. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
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| Former 10% Owner |
Blackstone Holdings III GP Management L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
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| Former 10% Owner |
Blackstone Inc. 345 PARK AVENUE NEW YORK, NY 10154 |
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| Former 10% Owner |
Blackstone Group Management L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
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| Former 10% Owner |
SCHWARZMAN STEPHEN A C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
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| Former 10% Owner |
Signatures
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BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | | 5/27/2022 |
**Signature of Reporting Person | Date |
BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | | 5/27/2022 |
**Signature of Reporting Person | Date |
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | | 5/27/2022 |
**Signature of Reporting Person | Date |
BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | | 5/27/2022 |
**Signature of Reporting Person | Date |
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | | 5/27/2022 |
**Signature of Reporting Person | Date |
STEPHEN A. SCHWARZMAN, /s/ Stephen A. Schwarzman | | 5/27/2022 |
**Signature of Reporting Person | Date |
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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