SEC Form 4 · accession 0001181431-15-006382

Chord Energy Corp · CHRD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1This form is being filed as part of an internal restructuring that occurred on April 30, 2015 in which Edward H. McDermott ("EHM") ceased to be, for purposes of Section 13D of the Securities and Exchange Act of 1934, a controlling person of SPO Advisory Corp. ("SPO Corp."), which also involved the Edward & Elizabeth McDermott Trust ("EHM Trust"), the John H. Scully Living Trust ("JHS Trust"), and Eli J. Weinberg ("EJW"). Following the transaction which caused this filing, EHM directly owns 13,000 shares of the Issuer's common stock. These shares are no longer included in the SPO filing group.
• F2Additionally, following the transaction which caused this filing 19,066,100 shares of the issuer's common stock are owned directly by SPO Partners II, L.P. ("SPO Partners") and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. ("SPO Advisory"), the sole general partner of SPO Partners, (ii) SPO Corp., the sole general partner of SPO Advisory, and (iii) John H. Scully ("JHS") and EJW, the two controlling persons of SPO Corp. Additionally 1,308,400 shares are owned directly by San Francisco Partners, L.P. ("SF Partners"), and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners ("SF Advisory"), the sole general partner of SF Partners, (ii) SPO Corp., the sole general partner of SF Advisory, and (iii) JHS and EJW, the two controlling persons of SPO Corp.
• F3Additionally, following the transaction which caused this filing, Phoebe Snow Foundation ("PSF") owns 198,600 shares of the Issuer's common stock and Scully Memorial Foundation ("SMF") owns 698,000 shares of the Issuer's common stock. These shares may be deemed to be beneficially owned by JHS solely in his capacity as a controlling person, director and executive officer of PSF and SMF, respectively. Additionally, 1,842 shares are owned directly by Ian R. McGuire.
• F4A portion of the shares involved in the transaction causing this filing is a transaction that is matchable under section 16(b) of the Securities Exchange Act of 1934. The matchable shares represent less than 0.01% of the outstanding shares held by the reporting persons and are matchable as a result of an internal restructuring that amounted to an indirect sale. A reporting person included in the filing is disgorging the deemed profits from this transaction to the issuer from the sale of these shares.

Remarks

The individuals and entities listed in the Notes above may be deemed to form a "group", as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934. This filing shall not be deemed as an admission by the Reporting Person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest, if any, therein.