SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

Cimarex Energy Co.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

171798101

(CUSIP Number)
 
Robert Atchinson
Adage Capital Partners GP, L.L.C.
200 Clarendon Street, 52nd Floor
Boston, MA 02116

(617) 867-2800

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

October 1, 2021

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 10 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 171798101 SCHEDULE 13D/A Page 2 of 10 Pages

 

1

NAME OF REPORTING PERSON

Adage Capital Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 171798101 SCHEDULE 13D/A Page 3 of 10 Pages

 

 

1

NAME OF REPORTING PERSON

Adage Capital Partners GP, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 171798101 SCHEDULE 13D/A Page 4 of 10 Pages

 

 

1

NAME OF REPORTING PERSON

Adage Capital Advisors, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 171798101 SCHEDULE 13D/A Page 5 of 10 Pages

 

 

1

NAME OF REPORTING PERSON

Robert Atchinson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 171798101 SCHEDULE 13D/A Page 6 of 10 Pages

 

1

NAME OF REPORTING PERSON

Phillip Gross

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 171798101 SCHEDULE 13D/A Page 7 of 10 Pages

 

This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 14, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on July 8, 2021 ("Amendment No. 1" and together with the Original Schedule 13D and this Amendment No. 2, the "Schedule 13D") with respect to the shares of Common Stock, $0.01 par value per share (the "Common Stock"), of Cimarex Energy Co., a Delaware corporation (the "Issuer"). This Amendment No. 2 amends Item 5 as set forth below. This is the final amendment to the Schedule 13D and constitutes an "exiting filing" for the Reporting Persons.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
  Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons.  
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) The transactions in the shares of Common Stock during the past sixty days by ACP, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference. In addition, on October 1, 2021 ACP disposed of 7,161,946 shares of Common Stock upon the effectiveness of the merger contemplated by the Merger Agreement. At the effective time of such merger, each outstanding share of Common Stock was converted into the right to receive 4.0146 shares of common stock of Cabot Oil & Gas Corporation. The other Reporting Persons did not enter into any transactions in the shares of Common Stock during the past sixty days.
   
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock.
   
(e) October 1, 2021.
   

 

 

CUSIP No. 171798101 SCHEDULE 13D/A Page 8 of 10 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: October 12, 2021

 

 

ADAGE CAPITAL PARTNERS, L.P.  
By:  Adage Capital Partners GP, L.L.C.,  
its general partner  
   
By:  Adage Capital Advisors, L.L.C.,  
its managing member  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ADAGE CAPITAL PARTNERS GP, L.L.C.  
By:  Adage Capital Advisors, L.L.C.,  
its managing member  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ADAGE CAPITAL ADVISORS, L.L.C.  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
/s/ Robert Atchinson  
ROBERT ATCHINSON, individually  
   
/s/ Phillip Gross  
PHILLIP GROSS, individually  

 

CUSIP No. 171798101 SCHEDULE 13D/A Page 9 of 10 Pages

 

Schedule A

 

This Schedule sets forth information with respect to each purchase and sale of shares of Common Stock which were effectuated by ACP during the past sixty days. All transactions were effectuated in the open market through a broker. The price reported in the column Price Per Share ($) is a weighted average price if a price range is indicated in the column Price Range ($). These shares of Common Stock were purchased/sold in multiple transactions at prices between the price ranges below. The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price.

 

Trade Date Shares Purchased (Sold) Price Per Share ($)* Price Range ($)*
08/13/2021 (75,000)** 65.3793 65.1871-65.5507
08/16/2021 78,100 62.5994 62.4774-62.6621
08/17/2021 (33,908) 63.2755 62.6279-63.5062
08/18/2021 50,000 60.4437 60.4435-60.4660
08/18/2021 (12,975) 62.6537  
08/19/2021 25,000 58.3193  
08/25/2021 (17,525) 60.4661 60.3248-60.5725
08/26/2021 (20,000) 60.2733 59.8525-60.6150
08/27/2021 (10,000) 62.0934 62.0000-62.1575
08/27/2021 (20,000) 63.4690 63.0333-63.8497
08/27/2021 50,000 63.8468 63.7670-63.9900
08/30/2021 (50,000) 64.7330 64.4539-65.1820
08/31/2021 8,252 63.6262 63.2999-63.6613
09/01/2021 (25,000) 66.6485 66.2294-66.9012
09/02/2021 7,793 69.9317 69.9300-69.9400
09/02/2021 (52,301) 69.9799 69.8650-70.1075
09/03/2021 (22,699) 70.1161  
09/03/2021 (75,000) 71.7090 71.5501-71.7884
09/07/2021 20,410 70.9398  
09/07/2021 (75,000) 71.3217 71.0200-71.6750
09/08/2021 79,590 72.4000  
09/08/2021 (70,000) 72.7818 72.4962-73.2122
09/08/2021 (5,000) 73.6600  
09/09/2021 (25,000) 73.6444 73.6150-73.7496
09/15/2021 8,451 79.5250  
09/15/2021 (25,000) 79.6500  
09/17/2021 (50,000) 77.7211 77.4993-77.7900
09/17/2021 2,139 77.9425  
09/20/2021 283,618 77.0670 76.3700-77.3521
09/20/2021 189,937 77.4217 77.3787-77.4499
09/23/2021 11,000 79.2154  

 

CUSIP No. 171798101 SCHEDULE 13D/A Page 10 of 10 Pages

 

09/24/2021 23,000 81.2754  
09/24/2021 (50,000) 81.5679 81.2500-81.8650
09/27/2021 61,973 87.3083  
09/27/2021 (25,000) 87.4307 87.3079-87.7850
09/27/2021 (25,000) 88.4247 88.3670-88.5009
09/28/2021 (75,000) 88.4465 88.3473-88.6448
09/28/2021 (75,000) 90.1650 89.7771-90.5729
09/29/2021 (50,000) 88.8401 88.4500-89.1283
09/29/2021 (50,000) 90.7931 90.6100-90.9421
       
       

*       Excluding commissions.

**       Short sale.

 

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