Page 15 of 16 – SEC Filing SCHEDULE 13D Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission (the “SEC“) by the Reporting Persons on May 25, 2012 (as amended previously, the “Initial 13D“), with respect to the Common Stock, par value $0.01 (the “Shares“), issued by Chesapeake Energy Corporation (the “Issuer“), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D. Item 5. Interest in Securities of the Issuer Item 5 of the Initial Schedule 13D is hereby amended by replacing it in its entirety with the following: (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 35,344,000 Shares, representing approximately 4.55% of the Issuer’s outstanding Shares (based upon the 776,956,037 Shares stated to be outstanding as of July 27, 2016 by the Issuer in the Issuer’s Quarterly Report Form 10-Q filed with the Securities and Exchange Commission on August 4, 2016). (b) For purposes of this Schedule 13D: High River has sole voting power and sole dispositive power with regard to 7,068,802 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 11,500,580 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 16,774,618 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act“) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. (c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons and not previously reported on Schedule 13D. All such transactions were sales of Shares effected in the open market. Name of Reporting Person Date of Transaction Amount of Securities Price High River 9/13/2016 (800,000.00) $7.56 High River 9/14/2016 (480,000.00) 7.21 High River 9/14/2016 (261,200.00) 7.19 High River 9/19/2016 (600,000.00) 7.32 High River 9/19/2016 (5,000,000.00) 7.06 High River 9/19/2016 (400,000.00) 7.25 Icahn Partners 9/13/2016 (1,914,117.00) $7.56 Icahn Partners 9/14/2016 (1,139,065.00) 7.21 Icahn Partners 9/14/2016 (619,840.00) 7.19 Icahn Partners 9/19/2016 (1,423,831.00) 7.32 Icahn Partners 9/19/2016 (11,865,252.00) 7.06 Icahn Partners 9/19/2016 (949,220.00) 7.25 Icahn Master 9/13/2016 (1,285,883.00) $7.56 Icahn Master 9/14/2016 (780,935.00) 7.21 Icahn Master 9/14/2016 (424,960.00) 7.19 Icahn Master 9/19/2016 (976,169.00) 7.32 Icahn Master 9/19/2016 (8,134,748.00) 7.06 Icahn Master 9/19/2016 (650,780.00) 7.25
(e) As a result of the transactions reported in this Schedule 13D, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares and are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act.
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission (the “SEC“) by the Reporting Persons on May 25, 2012 (as amended previously, the “Initial 13D“), with respect to the Common Stock, par value $0.01 (the “Shares“), issued by Chesapeake Energy Corporation (the “Issuer“), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Initial Schedule 13D is hereby amended by replacing it in its entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 35,344,000 Shares, representing approximately 4.55% of the Issuer’s outstanding Shares (based upon the 776,956,037 Shares stated to be outstanding as of July 27, 2016 by the Issuer in the Issuer’s Quarterly Report Form 10-Q filed with the Securities and Exchange Commission on August 4, 2016).
(b) For purposes of this Schedule 13D:
High River has sole voting power and sole dispositive power with regard to 7,068,802 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 11,500,580 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 16,774,618 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act“) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons and not previously reported on Schedule 13D. All such transactions were sales of Shares effected in the open market.
| Name of Reporting Person | Date of Transaction | Amount of Securities | Price |
| High River | 9/13/2016 | (800,000.00) | $7.56 |
| High River | 9/14/2016 | (480,000.00) | 7.21 |
| High River | 9/14/2016 | (261,200.00) | 7.19 |
| High River | 9/19/2016 | (600,000.00) | 7.32 |
| High River | 9/19/2016 | (5,000,000.00) | 7.06 |
| High River | 9/19/2016 | (400,000.00) | 7.25 |
| Icahn Partners | 9/13/2016 | (1,914,117.00) | $7.56 |
| Icahn Partners | 9/14/2016 | (1,139,065.00) | 7.21 |
| Icahn Partners | 9/14/2016 | (619,840.00) | 7.19 |
| Icahn Partners | 9/19/2016 | (1,423,831.00) | 7.32 |
| Icahn Partners | 9/19/2016 | (11,865,252.00) | 7.06 |
| Icahn Partners | 9/19/2016 | (949,220.00) | 7.25 |
| Icahn Master | 9/13/2016 | (1,285,883.00) | $7.56 |
| Icahn Master | 9/14/2016 | (780,935.00) | 7.21 |
| Icahn Master | 9/14/2016 | (424,960.00) | 7.19 |
| Icahn Master | 9/19/2016 | (976,169.00) | 7.32 |
| Icahn Master | 9/19/2016 | (8,134,748.00) | 7.06 |
| Icahn Master | 9/19/2016 | (650,780.00) | 7.25 |
(e) As a result of the transactions reported in this Schedule 13D, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares and are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act.
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