SEC Form 4 · accession 0001140361-18-029315

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 19, 2018

Accepted (ET)

Jun 20, 2018 · 4:36 pm EDT

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 Stock ("Shares")^{F1,F13,F14,F15,F16,F17,F18}	Jun 19, 2018	J	45,187	$64.37	A	2,045,187	I	please see footnotes
Shares^{F2,F13,F14,F15,F16,F17,F18}	Jun 19, 2018	J	107,058	$64.37	A	2,152,245	I	please see footnotes
Shares^{F3,F13,F14,F15,F16,F17,F18}	Jun 19, 2018	J	73,690	$64.37	A	2,225,935	I	please see footnotes
Shares^{F4,F13,F14,F15,F16,F17,F18}	Jun 19, 2018	J	71,566	$64.01	A	2,297,501	I	please see footnotes
Shares^{F5,F13,F14,F15,F16,F17,F18}	Jun 19, 2018	J	169,744	$64.01	A	2,467,245	I	please see footnotes
Shares^{F6,F13,F14,F15,F16,F17,F18}	Jun 19, 2018	J	116,522	$64.01	A	2,583,767	I	please see footnotes
Shares^{F7,F13,F14,F15,F16,F17,F18}	Jun 19, 2018	J	77,000	$63.04	A	2,660,767	I	please see footnotes
Shares^{F8,F13,F14,F15,F16,F17,F18}	Jun 19, 2018	J	182,634	$63.04	A	2,843,401	I	please see footnotes
Shares^{F9,F13,F14,F15,F16,F17,F18}	Jun 19, 2018	J	125,366	$63.04	A	2,968,767	I	please see footnote
Shares^{F10,F13,F14,F15,F16,F17,F18}	Jun 19, 2018	J	6,247	$63.99	A	2,975,014	I	please see footnotes
Shares^{F11,F13,F14,F15,F16,F17,F18}	Jun 19, 2018	J	14,815	$63.99	A	2,989,829	I	please see footnotes
Shares^{F12,F13,F14,F15,F16,F17,F18}	Jun 19, 2018	J	10,171	$63.99	A	3,000,000	I	please see footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Forward contract (obligation to purchase)^{F1,F14,F15,F16,F17,F18}	—	Jun 19, 2018	J	1	A	Jun 13, 2018	Jun 12, 2020	Shares	45,187	I
Forward contract (obligation to purchase)^{F2,F14,F15,F16,F17,F18}	—	Jun 19, 2018	J	1	A	Jun 13, 2018	Jun 12, 2020	Shares	107,058	I
Forward contract (obligation to purchase)^{F3,F14,F15,F16,F17,F18}	—	Jun 19, 2018	J	1	A	Jun 13, 2018	Jun 12, 2020	Shares	73,690	I
Forward contract (obligation to purchase)^{F4,F14,F15,F16,F17,F18}	—	Jun 19, 2018	J	1	A	Jun 14, 2018	Jun 12, 2020	Shares	71,566	I
Forward contract (oblilgation to purchase)^{F5,F14,F15,F16,F17,F18}	—	Jun 19, 2018	J	1	A	Jun 14, 2018	Jun 12, 2020	Shares	169,744	I
Forward contract (obligation to purchase)^{F6,F14,F15,F16,F17,F18}	—	Jun 19, 2018	J	1	A	Jun 14, 2018	Jun 12, 2020	Shares	116,522	I
Forward contract (obligation to purchase)^{F7,F14,F15,F16,F17,F18}	—	Jun 19, 2018	J	1	A	Jun 15, 2018	Jun 12, 2020	Shares	77,000	I
Forward contract (obligation to purchase)^{F8,F14,F15,F16,F17,F18}	—	Jun 19, 2018	J	1	A	Jun 15, 2018	Jun 12, 2020	Shares	182,634	I
Forward contract (obligation to purchase)^{F9,F14,F15,F16,F17,F18}	—	Jun 19, 2018	J	1	A	Jun 15, 2018	Jun 12, 2020	Shares	125,366	I
Forward contract (obligation to purchase)^{F10,F14,F15,F16,F17,F18}	—	Jun 19, 2018	J	1	A	Jun 18, 2018	Jun 12, 2020	Shares	6,247	I
Forward contract (obligation to pirchase)^{F11,F14,F15,F16,F17,F18}	—	Jun 19, 2018	J	1	A	Jun 18, 2018	Jun 12, 2020	Shares	14,815	I
Forward contract (obligation to purchase)^{F12,F14,F15,F16,F17,F18}	—	Jun 19, 2018	J	1	A	Jun 18, 2018	Jun 12, 2020	Shares	10,171	I

Explanation of responses

F1On June 19, 2018, High River Limited Partnership ("High River") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 45,187 Shares, at a forward price of $57.00 per Share, plus a financing charge.
F10On June 19, 2018, High River acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 6,247 Shares, at a forward price of $57.00 per Share, plus a financing charge.
F11On June 19, 2018, Icahn Partners acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 14,815 Shares, at a forward price of $57.00 per Share, plus a financing charge.
F12On June 19, 2018, Icahn Master acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Master of 10,171 Shares, at a forward price of $57.00 per Share, plus a financing charge.
F13High River directly beneficially owns 600,000 Shares, Icahn Partners directly beneficially owns 1,423,115 Shares, and Icahn Master directly beneficially owns 976,885 Shares.
F14Barberry 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.
F15Each 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.
F16Each 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.
F17Each 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.
F18The 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 19, 2018, Icahn Partners LP ("Icahn Partners") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 107,058 Shares, at a forward price of $57.00 per Share, plus a financing charge.
F3On June 19, 2018, Icahn Partners Master Fund LP ("Icahn Master") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Master of 73,690 Shares, at a forward price of $57.00 per Share, plus a financing charge.
F4On June 19, 2018, High River acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 71,566 Shares, at a forward price of $57.00 per Share, plus a financing charge.
F5On June 19, 2018, Icahn Partners acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 169,744 Shares, at a forward price of $57.00 per Share, plus a financing charge.
F6On June 19, 2018, Icahn Master acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Master of 116,522 Shares, at a forward price of $57.00 per Share, plus a financing charge.
F7On June 19, 2018, High River acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 77,000 Shares, at a forward price of $57.00 per Share, plus a financing charge.
F8On June 19, 2018, Icahn Partners acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 182,634 Shares, at a forward price of $57.00 per Share, plus a financing charge.
F9On June 19, 2018, Icahn Master acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Master of 125,366 Shares, at a forward price of $57.00 per Share, plus a financing charge.