SEC Form 4 · accession 0001140361-18-030519
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 26, 2018
Accepted (ET)
Jun 28, 2018 · 9:01 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,F4,F5,F6,F7,F8,F9 | Jun 26, 2018 | P | 375,415 | $67.70 | A | 3,601,121 | I | please see footnotes |
| SharesF2,F4,F5,F6,F7,F8,F9 | Jun 27, 2018 | P | 595,000 | $71.30 | A | 4,196,121 | I | please see footnotes |
| SharesF3,F4,F5,F6,F7,F8,F9 | Jun 28, 2018 | P | 500,000 | $71.32 | A | 4,696,121 | I | please see footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On June 26, 2018, High River Limited Partnership ("High River") purchased 75,083 Shares, Icahn Partners LP ("Icahn Partners") purchased 177,966 Shares and Icahn Partners Master Fund LP ("Icahn Master") purchased 122,366 Shares, in each case at a price of $67.70 per Share.
- F2On June 27, 2018, High River purchased 119,000 Shares, Icahn Partners purchased 282,250 Shares and Icahn Master purchased 193,750 Shares, in each case at a price of $71.30 per Share.
- F3On June 28, 2018, High River purchased 100,000 Shares, Icahn Partners purchased 237,187 Shares and Icahn Master purchased 162,813 Shares, in each case at a price of $71.32 per Share.
- F4High River directly beneficially owns 939,225 Shares, Icahn Partners directly beneficially owns 2,227,586 Shares, and Icahn Master directly beneficially owns 1,529,310 Shares.
- F5Barberry 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.
- F6Each 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.
- F7Each 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.
- F8Each 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.
- F9The 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.