SEC Form 4 · accession 0001140361-18-034306

ENERGEN CORP · EGN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On July 26, 2018, High River Limited Partnership ("High River") purchased 20,000 Shares, Icahn Partners LP ("Icahn Partners") purchased 47,439 Shares and Icahn Partners Master Fund LP ("Icahn Master") purchased 32,561 Shares, in each case at a price of $74.59 per Share.
• F2On July 27, 2018, High River purchased 5,840 Shares, Icahn Partners purchased 13,853 Shares and Icahn Master purchased 9,507 Shares, in each case at a price of $74.09 per Share.
• F3On July 30, 2018, High River purchased 12,076 Shares, Icahn Partners purchased 28,645 Shares and Icahn Master purchased 19,661 Shares, in each case at a price of $74.21 per Share.
• F4High River directly beneficially owns 1,151,743 Shares, Icahn Partners directly beneficially owns 2,731,767 Shares, and Icahn Master directly beneficially owns 1,875,202 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.