Billionaire Carl Icahn‘s Icahn Capital LP recently filed an amended Form 13D with the SEC on Chesapeake Energy Corp (NYSE:CHK), in which it reported significantly lowering its stake in the company. Icahn Capital now holds 35.34 million common shares of the stock, which account for 4.55% of the outstanding shares. Previously, the fund held more than double that amount, or 73.05 million shares which amassed 9.40% of the float, as per its 13D filing on the company in August. Icahn began selling shares on September 13, though the largest of the sales were made on Monday. Despite the move, Chesapeake still ranks as one of Icahn’s favorite energy stocks.
Chesapeake Energy Corporation is a company that produces natural gas, oil and natural gas liquids, and operates in two divisions: Marketing, Gathering and Compression, and Exploration and Production. Over the past 12 months, the company’s stock has lost 24%, though it increased four-fold between February 12 and September 12 of this year. In its financial report for the second quarter of 2016, Chesapeake Energy reported an adjusted loss per share of $0.14 and revenue of $1.6 billion, compared to a loss per share of $0.13 and revenue of $3.5 billion for the same period in 2015.
Earlier this month, FBR & Co initiated coverage on Chesapeake Energy’s stock, placing an ‘Underperform’ rating on it, with a price target of $5. In contrast, SunTrust Banks raised its price target on Chesapeake shares to $11 from $8 with a ‘Buy’ rating, while Wunderlich upgraded its rating to ‘Buy’ from ‘Hold’ and boosted its price target on it to $10 from $6.
The number of investors tracked by Insider Monkey that were bullish on Chesapeake Energy Corp (NYSE:CHK) remained unchanged during the second quarter, as at the end of June, there were 31 hedge funds in our system with long positions in the stock. Among the biggest investors were Mason Hawkins’ Southeastern Asset Management, which held a position valued at $109.56 million, and John Griffin’s Blue Ridge Capital, with a position worth around $36.81 million. Some other smart money managers with similar enthusiasm included Ken Griffin’s Citadel Investment Group, Robert Henry Lynch’s Aristeia Capital, Robert Vollero and Gentry T. Beach’s Vollero Beach Capital Partners, and Dmitry Balyasny’s Balyasny Asset Management.
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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| High River Limited Partnership | 7,068,802 | 0 | 7,068,802 | 0 | 7,068,802 | 0.91% |
| Hopper Investments | 0 | 7,068,802 | 0 | 7,068,802 | 7,068,802 | 0.91% |
| Barberry Corp | 0 | 7,068,802 | 0 | 7,068,802 | 7,068,802 | 0.91% |
| Icahn Partners Master Fund | 11,500,580 | 0 | 11,500,580 | 0 | 11,500,580 | 1.48% |
| Icahn Offshore | 0 | 11,500,580 | 0 | 11,500,580 | 11,500,580 | 1.48% |
| Icahn Partners | 16,774,618 | 0 | 16,774,618 | 0 | 16,774,618 | 2.16% |
| Icahn Onshore | 0 | 16,774,618 | 0 | 16,774,618 | 16,774,618 | 2.16% |
| Icahn Capital | 0 | 28,275,198 | 0 | 28,275,198 | 28,275,198 | 3.64% |
| IPH GP | 0 | 28,275,198 | 0 | 28,275,198 | 28,275,198 | 3.64% |
| Icahn Enterprises Holdings | 0 | 28,275,198 | 0 | 28,275,198 | 28,275,198 | 3.64% |
| Icahn Enterprises G.P. Inc | 0 | 28,275,198 | 0 | 28,275,198 | 28,275,198 | 3.64% |
| Beckton Corp | 0 | 28,275,198 | 0 | 28,275,198 | 28,275,198 | 3.64% |
| Carl C. Icahn | 0 | 35,344,000 | 0 | 35,344,000 | 35,344,000 | 4.55% |
| Date of Transaction Amount of Securities Price High River |
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Page 1 of 16 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Chesapeake Energy Corporation
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
165167107
(CUSIP Number)
Jesse A. Lynn, Esq.
General Counsel
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 19, 2016
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.
*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).
Page 2 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. 165167107
1 NAME OF REPORTING PERSON
High River Limited Partnership
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 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
7,068,802
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,068,802
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,068,802
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.91%
14 TYPE OF REPORTING PERSON
PN
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Page 3 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. 165167107
1 NAME OF REPORTING PERSON
Hopper Investments LLC
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
0
8 SHARED VOTING POWER
7,068,802
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,068,802
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,068,802
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.91%
14 TYPE OF REPORTING PERSON
OO
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Page 4 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. 165167107
1 NAME OF REPORTING PERSON
Barberry Corp.
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
0
8 SHARED VOTING POWER
7,068,802
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,068,802
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,068,802
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.91%
14 TYPE OF REPORTING PERSON
CO
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Page 5 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. 165167107
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
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 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
11,500,580
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
11,500,580
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,500,580
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.48%
14 TYPE OF REPORTING PERSON
PN
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Page 6 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. 165167107
1 NAME OF REPORTING PERSON
Icahn Offshore LP
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
0
8 SHARED VOTING POWER
11,500,580
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,500,580
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,500,580
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.48%
14 TYPE OF REPORTING PERSON
PN
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Page 7 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. 165167107
1 NAME OF REPORTING PERSON
Icahn Partners LP
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 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
16,774,618
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
16,774,618
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,774,618
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.16%
14 TYPE OF REPORTING PERSON
PN
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Page 8 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. 165167107
1 NAME OF REPORTING PERSON
Icahn Onshore LP
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
0
8 SHARED VOTING POWER
16,774,618
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
16,774,618
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,774,618
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.16%
14 TYPE OF REPORTING PERSON
PN
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Page 9 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. 165167107
1 NAME OF REPORTING PERSON
Icahn Capital LP
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
0
8 SHARED VOTING POWER
28,275,198
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
28,275,198
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,275,198
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.64%
14 TYPE OF REPORTING PERSON
PN
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Page 10 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. 165167107
1 NAME OF REPORTING PERSON
IPH GP LLC
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
0
8 SHARED VOTING POWER
28,275,198
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
28,275,198
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,275,198
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.64%
14 TYPE OF REPORTING PERSON
OO
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Page 11 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. 165167107
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
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
0
8 SHARED VOTING POWER
28,275,198
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
28,275,198
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,275,198
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.64%
14 TYPE OF REPORTING PERSON
PN
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Page 12 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. 165167107
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
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
0
8 SHARED VOTING POWER
28,275,198
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
28,275,198
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,275,198
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.64%
14 TYPE OF REPORTING PERSON
CO
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Page 13 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. 165167107
1 NAME OF REPORTING PERSON
Beckton Corp.
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
0
8 SHARED VOTING POWER
28,275,198
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
28,275,198
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,275,198
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.64%
14 TYPE OF REPORTING PERSON
CO
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Page 14 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. 165167107
1 NAME OF REPORTING PERSON
Carl C. Icahn
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
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
35,344,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
35,344,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,344,000
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.55%
14 TYPE OF REPORTING PERSON
IN
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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.
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Page 16 of 16 – SEC Filing
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 19, 2016
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
IPH GP LLC
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Schedule 13D, Amendment No. 7 – Chesapeake Energy Corporation]
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