SEC Form 4 · accession 0001140361-18-007074
ENERGEN CORP · EGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 9, 2018
Accepted (ET)
Feb 13, 2018 · 4:03 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000277595
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Feb 9, 2018 | X | 1,456,048 | $40.00 | A | 9,710,474 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Options (right to buy)F1,F2,F3,F4,F6,F5 | $40.00 | Feb 9, 2018 | X | 1,456,048 | D | — | Jan 31, 2019 | Common Stock | 1,456,048 | 0 | I |
| Put Options (obligation to buy)F1,F2,F3,F4,F7 | $40.00 | Feb 9, 2018 | E | 1,456,048 | D | — | — | Common Stock | 1,456,048 | 0 | I |
Explanation of responses
- F1Shares of common stock (the "Shares") of Energen Corporation (the "Issuer") held for the accounts of certain private investment funds for which Corvex Management LP ("Corvex") acts as investment adviser, including Corvex Master Fund LP and Corvex Select Equity Master Fund LP (collectively, the "Corvex Funds"). The general partner of Corvex is controlled by Keith Meister.
- F2For purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of Corvex and Mr. Meister disclaims beneficial ownership of the securities of the Issuer held directly by the Corvex Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Corvex or Mr. Meister is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F3On January 31, 2018, Corvex Master Fund LP delivered to the Issuer a letter notifying the Issuer of its intent to nominate four persons (the "Corvex Nominees") for election to the Issuer's Board of Directors at the Issuer's 2018 annual meeting of shareholders. Vincent J. Intrieri, who beneficially owns Shares, is a Corvex Nominee. There is no agreement between Corvex and any of its affiliates and Mr. Intrieri with respect to the voting, nor any restriction on the acquisition or disposition, of Shares of the Issuer held by such persons. The filing of this statement should not be construed to be an admission that Corvex and any of its affiliates, including the Corvex Funds and Mr. Meister, on the one hand, and Mr. Intrieri on the other hand, are members of a "group" for the purposes of Section 13(d)(3) of the Exchange Act.
- F4None of Corvex, the Corvex Funds or Mr. Meister has any pecuniary interest in the Shares beneficially owned by Mr. Intrieri and each of Corvex, the Corvex Funds and Mr. Meister disclaims beneficial ownership of such Shares.
- F5These options were exercisable immediately upon issuance.
- F6Represents over-the-counter market American-style call options purchased by Corvex on behalf of the Corvex Funds that were exercised on February 9, 2018.
- F7Represents over-the-counter market European-style put options sold by Corvex on behalf of the Corvex Funds that were set to expire on January 31, 2019 or the date on which the corresponding American-style call option reported on this Form 4 was exercised. Such European-style put options expired on February 9, 2018, the date on which the corresponding American-style call options reported on this Form 4 were exercised in full. Such European-style put options the expiration of which is reported herein were sold by Corvex on behalf of the Corvex Funds prior to the Reporting Persons becoming subject to Section 16, therefore the expiration of such European-style put options is exempt from Section 16(b) of the Exchange Act.