Filing Details

*	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.

CUSIP No. 29265N108

 

CUSIP No. 29265N108

 

This Amendment No. 23 supplements the information set forth in the Schedule 13D filed by Corvex Management LP and Keith Meister with the United States Securities and Exchange Commission (the "SEC") on May 31, 2017, as previously amended (the "Schedule 13D"), relating to the shares of common stock, par value $0.01 per share (the "Shares"), of Energen Corporation, an Alabama corporation (the "Issuer"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows.

Item 4. Purpose of Transaction

On November 29, 2018, the transactions pursuant to the Agreement and Plan of Merger by and among the Issuer, Diamondback Energy, Inc. ("Diamondback") and Sidewinder Merger Sub Inc., a wholly owned subsidiary of Diamondback ("Merger Sub"), closed and (1) Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving and continuing as the surviving corporation in the Merger, and, (2) at the effective time of the Merger, each outstanding Share (other than Shares held in treasury by the Issuer, Shares owned by Diamondback or Merger Sub or Shares with respect to which dissenters' rights that were validly exercised in accordance with Alabama law) was converted into the right to receive 0.6442 of a share of common stock of Diamondback, plus cash in lieu of any fractional shares that otherwise would have been issued (the "Merger Consideration").  The Reporting Persons no longer beneficially own any Shares as the Shares beneficially owned by the Reporting Persons were converted into the right to receive the Merger Consideration.

Item 5. Interest in Securities of the Issuer

(a)-(b) The Reporting Persons no longer beneficially own any Shares.

(c) Except as set forth herein or disclosed elsewhere in this Schedule 13D, there have been no transactions in the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.

(d) The limited partners of (or investors in) each of the private investment funds for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

(e) On November 27, 2018, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Issuer's Shares.

SIGNATURE

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.

Date: November 29, 2018