SEC Form 5 · accession 0001140361-18-008257
ENERGEN CORP · EGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 31, 2017
Accepted (ET)
Feb 14, 2018 · 4:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000277595
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Options (obligation to sell)F1,F3,F2 | $60.00 | Oct 20, 2017 | E | 415,200 | D | — | Oct 20, 2017 | Common Stock | 415,200 | 0 | I |
Explanation of responses
- F1The securities of Energen Corporation (the "Issuer") reported herein were sold on behalf 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. The American-style call 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 American-style call options is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F2These options were exercisable immediately upon issuance.
- F3For purposes of Section 16 of the Exchange Act, each of Corvex and Mr. Meister disclaims beneficial ownership of any 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 are or were the beneficial owner of such securities for purposes of Section 16 or any other purpose.
Remarks
As of December 31, 2017, the Reporting Persons were no longer subject to Section 16.