SEC Form 4 · accession 0001140361-18-029049
ENERGEN CORP · EGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Carl C Icahn
Other
HIGH RIVER LIMITED PARTNERSHIP
10% Owner
ICAHN PARTNERS LP
10% Owner
ICAHN PARTNERS MASTER FUND LP
10% Owner
Period of report
Jun 14, 2018
Accepted (ET)
Jun 18, 2018 · 9:02 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward contract (obligation to purchase)F8,F1,F10,F11,F14 | — | Jun 14, 2018 | J | 1 | A | Jun 14, 2018 | Jun 12, 2020 | Common Stock, par value &0.01 per share ("Shares") | 71,566 | 1 | I |
| Forward contract (obligation to purchase)F2,F10,F12,F14 | — | Jun 14, 2018 | J | 1 | A | Jun 14, 2018 | Jun 12, 2020 | Shares | 169,744 | 2 | I |
| Forward contract (obligation to purchase)F3,F10,F13,F14 | — | Jun 14, 2018 | J | 1 | A | Jun 14, 2018 | Jun 12, 2020 | Sharers | 116,522 | 3 | I |
| Forward contract (obligation to purchase)F4,F10,F11,F14 | — | Jun 15, 2018 | J | 1 | A | Jun 15, 2018 | Jun 12, 2020 | Shares | 77,000 | 4 | I |
| Forward contract (obligation to purchase)F5,F10,F12,F14 | — | Jun 15, 2018 | J | 1 | A | Jun 15, 2018 | Jun 12, 2020 | Shares | 182,634 | 5 | I |
| Forward contract (obligation to purchase)F6,F10,F13,F14 | — | Jun 15, 2018 | J | 1 | A | Jun 15, 2018 | Jun 12, 2020 | Shares | 125,366 | 6 | I |
| Forward contract (obligation to purchase)F7,F10,F11,F14 | — | Jun 18, 2018 | J | 1 | A | Jun 18, 2018 | Jun 12, 2020 | Shares | 6,247 | 7 | I |
| Forward contract (obligation to pirchase)F8,F10,F12,F14 | — | Jun 18, 2018 | J | 1 | A | Jun 18, 2018 | Jun 12, 2020 | Shares | 14,815 | 8 | I |
| Forward contract (obligation to pirchase)F9,F10,F13,F14 | — | Jun 18, 2018 | J | 1 | A | Jun 18, 2018 | Jun 12, 2020 | Shares | 10,171 | 9 | I |
Explanation of responses
- F11. On June 14, 2018, High River Limited Partnership ("High River") entered into a forward contract providing for the purchase by High River of 71,566 Shares, at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, High River paid the counterparty to the forward contract $7.01 per Share upon establishing the forward contract. Subject to High River's right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with High River retaining the right to elect cash settlement. The forward contracts do not give High River direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.
- F10Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
- F11Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
- F12Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
- F13Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
- F14The above reporting persons controlled by Carl C. Icahn may be considered a 10% beneficial owner because they may be deemed to be members of a "group" (within the meaning of Section 13(d)(3) of the Act), with Corvex Management LP ("Corvex") and Mr. Keith Meister (together with Corvex, the "Corvex Persons"). Subject to Footnote 7 of the Form 3 filed by the Reporting Persons on June 18, 2018, none of the reporting persons has any pecuniary interest in any Shares beneficially owned by any of the Corvex Persons, and each of the reporting persons disclaims beneficial ownership of such Shares. The Corvex Persons have filed a separate Form 3 with respect to their interests.
- F2On June 14, 2018, Icahn Partners LP ("Icahn Partners") entered into a forward contract providing for the purchase by Icahn Partners of 169,744 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Partners paid the counterparty to the forward contract $7.01 per Share upon establishing the forward contract. Subject to Icahn Partners' right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with Icahn Partners retaining the right to elect cash settlement. The forward contracts do not give Icahn Partners direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.
- F3On June 14, 2018, Icahn Partners Master Fund LP ("Icahn Master") entered into a forward contract providing for the purchase by Icahn Master of 116,522 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Master paid the counterparty to the forward contract $7.01 per Share upon establishing the forward contract. Subject to Icahn Master's right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with Icahn Master retaining the right to elect cash settlement. The forward contracts do not give Icahn Master direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.
- F4On June 15, 2018, High River entered into a forward contract providing for the purchase by High River of 77,000 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, High River paid the counterparty to the forward contract $6.04 per Share upon establishing the forward contract. Subject to High River's right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with High River retaining the right to elect cash settlement. The forward contracts do not give High River direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.
- F5On June 15, 2018, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 182,634 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Partners paid the counterparty to the forward contract $6.04 per Share upon establishing the forward contract. Subject to Icahn Partners' right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with Icahn Partners retaining the right to elect cash settlement. The forward contracts do not give Icahn Partners direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.
- F66. On June 15, 2018, Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 125,366 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Master paid the counterparty to the forward contract $6.04 per Share upon establishing the forward contract. Subject to Icahn Master's right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with Icahn Master retaining the right to elect cash settlement. The forward contracts do not give Icahn Master direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.
- F7On June 18, 2018, High River entered into a forward contract providing for the purchase by High River of 6,247 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, High River paid the counterparty to the forward contract $6.99 per Share upon establishing the forward contract. Subject to High River's right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with High River retaining the right to elect cash settlement. The forward contracts do not give High River direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.
- F8On June 18, 2018, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 14,815 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Partners paid the counterparty to the forward contract $6.99 per Share upon establishing the forward contract. Subject to Icahn Partners' right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with Icahn Partners retaining the right to elect cash settlement. The forward contracts do not give Icahn Partners direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.
- F9On June 18, 2018, Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 10,171 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Master paid the counterparty to the forward contract $6.99 per Share upon establishing the forward contract. Subject to Icahn Master's right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with Icahn Master retaining the right to elect cash settlement. The forward contracts do not give Icahn Master direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.