(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. o
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).
Schedule
13D
CUSIP No. 15135U109
|
Page 2 of 6
|
1
|
name
of reporting person
ConocoPhillips
|
2
|
check
the appropriate box if a member of a group
|
(a)
¨
(b)
¨
|
3
|
sec
use only
|
4
|
source
of funds
OO
|
5
|
check
box if disclosure of legal proceedings 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
N/A
|
8
|
shared
voting power
208,000,000
|
9
|
sole
dispositive power
N/A
|
10
|
shared
dispositive power
208,000,000
|
11
|
aggregate
amount beneficially owned by each reporting person
208,000,000
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares
|
¨
|
13
|
percent
of class represented by amount in row (11)
10.3%
(1)
|
14
|
type
of reporting person
CO,
HC
|
|
(1)
|
Based on 2,017,461,576 common shares issued and outstanding at March 15, 2021, as disclosed by the Issuer
in its Management Information Circular associated with its upcoming annual meeting included as Exhibit 99.1 to the Issuer’s Form
6-K filed on April 8, 2021.
|
Schedule
13D
CUSIP No. 15135U109
|
Page 3 of 6
|
1
|
name
of reporting person
ConocoPhillips
Company
|
2
|
check
the appropriate box if a member of a group
|
(a)
¨
(b)
¨
|
3
|
sec
use only
|
4
|
source
of funds
OO
|
5
|
check
box if disclosure of legal proceedings 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
N/A
|
8
|
shared
voting power
208,000,000
|
9
|
sole
dispositive power
N/A
|
10
|
shared
dispositive power
208,000,000
|
11
|
aggregate
amount beneficially owned by each reporting person
208,000,000
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares
|
¨
|
13
|
percent
of class represented by amount in row (11)
10.3%
(1)
|
14
|
type
of reporting person
CO
|
|
(1)
|
Based on 2,017,461,576 common shares issued and outstanding at March 15, 2021, as disclosed by the Issuer
in its Management Information Circular associated with its upcoming annual meeting included as Exhibit 99.1 to the Issuer’s Form
6-K filed on April 8, 2021.
|
Schedule
13D
CUSIP No. 15135U109
|
Page 4 of 6
|
The following constitutes Amendment No. 2 to the Statement on Schedule 13D, filed by ConocoPhillips, a Delaware corporation (“ConocoPhillips”),
and ConocoPhillips Company, a Delaware corporation and a wholly owned subsidiary of ConocoPhillips (“CPCo” and, together
with ConocoPhillips, the “Reporting Persons”), on May 26, 2017, as amended by Amendment No. 1 filed on January 5, 2021
(such statement, as amended by Amendment No. 1, the “Initial Statement”), relating to the common shares, no par value
(the “common shares”), of Cenovus Energy Inc., a corporation amalgamated under the laws of Canada (the “Issuer”).
This Amendment No. 2 amends and supplements the Initial Statement. Unless otherwise indicated, all capitalized terms used but not defined
herein have the meanings set forth in the Initial Statement.
|
Item 2.
|
Identity and Background
|
The second paragraph of Item 2. of the Initial Statement
is hereby replaced in its entirety as follows:
“The name, business
address, present principal occupation or employment and citizenship of each director and executive officer of each of the Reporting Persons
are set forth in Exhibit 1. The address of the principal business office of each of the Reporting Persons is 925 N. Eldridge Parkway,
Houston, Texas 77079.”
Information regarding the directors and executive
officers of each of the Reporting Persons is hereby amended by replacing Exhibit 1 to the Initial Statement in its entirety with
Exhibit 1 attached hereto.
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Item 4.
|
Purpose of Transaction
|
Item 4. of the Initial Statement is hereby supplemented
by replacing the second paragraph thereof in its entirety with the following:
“Except as disclosed
in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions enumerated
in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, subject to market conditions and the restrictions contained in the Registration
Rights Agreement and the Investor Agreement, the Reporting Persons may, at any time or from time to time, dispose of all or part of any
common shares they hold in one or more transactions.”
“On May 5, 2021,
CPCo entered into a Stock Sale Instruction (the “Rule 10b5-1 Plan”) with HSBC Securities (USA) Inc., an SEC-registered
broker-dealer (“HSBC”), that is intended to comply with the requirements of Rule 10b5-1(c) promulgated under the Securities
Exchange Act of 1934, as amended. Pursuant to this Rule 10b5-1 Plan, CPCo directed HSBC to seek to dispose of up to 16,000,000 common
shares held by CPCo. The foregoing description of the Rule 10b5-1 Plan is qualified in its entirety by reference to the Rule 10b5-1 Plan,
a form of which is filed as Exhibit 7 and is incorporated herein by reference in its entirety.”
“This plan is
the first step in the disposition of the common shares held by the Reporting Persons. To effect this plan, the Reporting Persons may enter
into one or more additional Stock Sale Instructions in the form of the Rule 10b5-1 Plan with one or more additional broker-dealers for
the sale of additional common shares in the future.”
“The Reporting
Persons intend to fully dispose of all common shares by the end of 2022. However, subject to market conditions and any restrictions imposed
by applicable law and the Rule 10b5-1 Plan, the Reporting Persons may, at any time or from time to time, cease the
disposition of all or part of any common shares they hold.”
“See Item 6
below.”
Schedule
13D
CUSIP No. 15135U109
|
Page 5 of 6
|
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Item 5.
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Interest in Securities of the Issuer
|
Item 5. of the Initial Statement is hereby replaced
in its entirety as follows:
“(a) –
(b) CPCo directly owns 208,000,000 common shares, representing 10.3% of the common shares outstanding based on 2,017,461,576 common
shares issued and outstanding at March 15, 2021, as disclosed by the Issuer in its Management Information Circular associated with its
upcoming annual meeting included as Exhibit 99.1 to the Issuer’s Form 6-K filed on April 8, 2021.”
“All of the
common shares held by the Reporting Persons are subject to the Registration Rights Agreement and the Investor Agreement, each as defined
and described in Item 6 below. The responses set forth in Item 6 of this Schedule 13D are incorporated by reference in their entirety
into this Item 5(a) and 5(b).”
“None of the
persons listed on Exhibit 1 have any beneficial ownership of any common shares.”
“(c) None
of the Reporting Persons, nor, to the best of the Reporting Persons’ knowledge, any of the persons listed on Exhibit 1, has
effected any transactions that may be deemed to be a transaction in the common shares during the past 60 days.”
“(d) No
other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, common shares that may be deemed to be beneficially owned by the Reporting Persons as provided for
herein.”
“(e) Not
applicable.”
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 6. of the Initial Statement is hereby supplemented
by inserting the following at the end of the information contained therein:
“Rule 10b5-1
Plan. On May 5, 2021, CPCo entered into the Rule 10b5-1 Plan with HSBC that is intended to comply with the requirements of Rule 10b5-1(c)
promulgated under the Securities Exchange Act of 1934, as amended. Pursuant to the Rule 10b5-1 Plan, CPCo directed HSBC to seek to dispose
of up to 16,000,000 common shares held by CPCo. The foregoing description of the Rule 10b5-1 Plan is qualified in its entirety by reference
to the Rule 10b5-1 Plan, a form of which is filed as Exhibit 7 and is incorporated herein by reference in its entirety.”
|
Item 7.
|
Material to be Filed as Exhibits
|
Item 7. of the Initial Statement is hereby amended
and supplemented as follows:
Schedule
13D
CUSIP No. 15135U109
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Page 6 of 6
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SignatureS
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 5, 2021
|
ConocoPhillips
|
|
|
|
By:
|
/s/ Andrew M. O’Brien
|
|
|
Name:
|
Andrew M. O’Brien
|
|
|
Title:
|
Vice President and Treasurer
|
|
ConocoPhillips Company
|
|
|
|
By:
|
/s/ Andrew M. O’Brien
|
|
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Name:
|
Andrew M. O’Brien
|
|
|
Title:
|
Vice President and Treasurer
|