(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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
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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
196,500,000
|
9
|
sole dispositive
power
N/A
|
10
|
shared
dispositive power
196,500,000
|
11
|
aggregate
amount beneficially owned by each reporting person
196,500,000
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares
|
¨
|
13
|
percent
of class represented by amount in row (11)
9.7% (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 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
196,500,000
|
9
|
sole dispositive
power
N/A
|
10
|
shared
dispositive power
196,500,000
|
11
|
aggregate
amount beneficially owned by each reporting person
196,500,000
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares
|
¨
|
13
|
percent
of class represented by amount in row (11)
9.7% (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 annual meeting included as Exhibit 99.1 to the Issuer’s Form 6-K filed on April 8, 2021.
|
Schedule
13D
CUSIP No. 15135U109
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Page 4 of 6
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The following constitutes Amendment No. 4 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, Amendment No. 2 filed
on May 5, 2021 and Amendment No. 3 filed on May 18, 2021 (such statement, as amended by Amendment No. 1, Amendment
No. 2 and Amendment No. 3, 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. 4 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 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 “First 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 (the “Exchange Act”). Pursuant to the First Rule 10b5-1
Plan, CPCo directed HSBC to seek to dispose of up to 16,000,000 common shares held by CPCo. On May 17, 2021, CPCo entered into a
second Stock Sale Instruction (the “Second Rule 10b5-1 Plan”) with HSBC, that is intended to comply with the requirements
of Rule 10b5-1(c) promulgated under the Exchange Act. Pursuant to the Second Rule 10b5-1 Plan, CPCo directed HSBC to seek
to dispose of up to an additional 32,000,000 common shares held by CPCo upon the termination of the First Rule 10b5-1 Plan.
On June 11, 2021, CPCo entered into additional Stock Sale Instructions (the “Additional Rule 10b5-1 Plans”
and together with the First Rule 10b5-1 Plan and the Second Rule 10b5-1 Plan, the “Rule 10b5-1 Plans”)
with HSBC, that are intended to comply with the requirements of Rule 10b5-1(c) promulgated under the Exchange Act. Pursuant
to the Additional Rule 10b5-1 Plans, CPCo directed HSBC to seek to dispose of up to an additional 16,560,000 common shares held by
CPCo. The foregoing description of the Rule 10b5-1 Plans is qualified in its entirety by reference to the Rule 10b5-1
Plans, a form of which was previously filed as Exhibit 7 and is incorporated herein by reference in its entirety.”
“The Rule 10b5-1 Plans are
part of a planned 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 Plans 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 Plans, 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.”
Schedule
13D
CUSIP No. 15135U109
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Page 5 of 6
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“See Item 6 below.”
|
Item 5.
|
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 196,500,000 common shares, representing 9.7% 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 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 Plans.
On May 5, 2021, CPCo entered into the First Rule 10b5-1 Plan with HSBC that is intended to comply with the requirements of Rule 10b5-1(c) promulgated
under the Exchange Act. Pursuant to the First Rule 10b5-1 Plan, CPCo directed HSBC to seek to dispose of up to 16,000,000 common
shares held by CPCo. On May 17, 2021, CPCo entered into the Second Rule 10b5-1 Plan with HSBC, that is intended to comply with
the requirements of Rule 10b5-1(c) promulgated under the Exchange Act of 1934. Pursuant to the Second Rule 10b5-1 Plan,
CPCo directed HSBC to seek to dispose of up to an additional 32,000,000 common shares held by CPCo upon the termination of the First Rule 10b5-1
Plan. On June 11, 2021, CPCo entered into the Additional Rule 10b5-1 Plans with HSBC, that are intended to comply with the
requirements of Rule 10b5-1(c) promulgated under the Exchange Act. Pursuant to the Additional Rule 10b5-1 Plans, CPCo directed
HSBC to seek to dispose of up to an additional 16,560,000 common shares held by CPCo. The foregoing description of the Rule 10b5-1
Plans is qualified in its entirety by reference to the Rule 10b5-1 Plans, a form of which was previously filed as Exhibit 7
and is incorporated herein by reference in its entirety.”
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: June 11, 2021
|
By:
|
/s/ Andrew M. O’Brien
|
|
|
Name: Andrew M. O’Brien
|
|
|
Title: Vice President and Treasurer
|
|
By:
|
/s/ Andrew M. O’Brien
|
|
|
Name: Andrew M. O’Brien
|
|
|
Title: Vice President and Treasurer
|