[Amend] General statement of acquisition of beneficial ownership – Form SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Continental Resources, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

212015 10 1

(CUSIP Number)

Debra Richards

Hamm Capital LLC

P.O. Box 1295

Oklahoma City, Oklahoma 73101

Tel: (405) 605-7788

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 13, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1 is hereby amended and restated in its entirety as follows:

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is being filed jointly, pursuant to a Joint Filing Agreement, dated February 7, 2022, attached hereto as Exhibit 99.1 and further amends and restates (where indicated) the Schedule 13D initially filed with the SEC on February 9, 2022 (“Initial Schedule 13D”) (as amended by Amendment No. 1 to Schedule 13D filed on February 14, 2022, and as further amended hereby, the “Schedule 13D”), and relates to the beneficial ownership by the individuals (in their individual capacity and/or as trustee or co-trustee of the Trusts) (each, a “Reporting Person” and collectively, the “Reporting Persons”) of the shares of common stock, par value $0.01 per share (“Common Stock”), of Continental Resources, Inc., an Oklahoma corporation (the “Issuer”), the address of which is 20 N. Broadway, Oklahoma City, Oklahoma, 73102. This Amendment No. 2 does not constitute an admission that the changes reported herein are “material” or that this Amendment No. 2 is required to be filed. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. Except as provided herein, all items of the Schedule 13D remain unchanged.

Item 3 is hereby amended by appending the following information:

The Reporting Persons anticipate that all or a portion of capital necessary to consummate the transaction contemplated by the Proposal (as defined below) will be obtained from third-party debt financing sources, but the Reporting Persons have not procured any debt financing commitments as of the date of this Amendment No. 2. The Proposal is not subject to a financing condition, and the Reporting Persons do not anticipate that the definitive agreements entered into in connection with the transaction contemplated by the Proposal would contain a financing condition.

Item 4 is hereby amended by inserting the following information at the end of Item 4:

On June 13, 2022, Harold G. Hamm, on behalf of himself, the Harold G. Hamm Trust and certain trusts established for the benefit of Mr. Hamm’s family members (collectively, the “Hamm Family”), submitted a proposal (the “Proposal”) to the Board of Directors of the Issuer (the “Board”) for a newly formed entity on behalf of the Hamm Family to acquire for cash all of the Issuer’s outstanding Common Stock, other than Common Stock owned by the Hamm Family and Common Stock underlying the unvested equity awards issued under the Issuer’s long-term incentive plans (“Excluded Stock”), at a price of $70.00 per share. The Reporting Persons anticipate that the transaction would be structured as a tender offer for any and all shares of Common Stock (other than Excluded Stock) followed by a merger without a vote of the Issuer’s shareholders in accordance with Section 1081H of the Oklahoma General Corporation Act. The Proposal is subject to the approval of a special committee of the Board composed solely of disinterested members of the Board who are also independent of the Hamm Family and management (the “Special Committee”). If the transaction is consummated, the Issuer’s Common Stock would be delisted from the New York Stock Exchange and deregistered under the Act.

The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by the full text of the Proposal, which is attached as Exhibit 99.2 to this Schedule 13D and is incorporated herein by reference.

While the Proposal remains under consideration by the Special Committee on behalf of the Issuer and is subject to negotiation with the Special Committee, the Reporting Persons and their representatives may respond to inquiries from the Issuer, the Board or the Special Committee (or its independent legal and financial advisors) or their representatives and engage in discussions and negotiations regarding the Proposal with such persons.

No assurances can be given that the transaction contemplated by the Proposal or any other potential transaction involving the Hamm Family and the Issuer will be consummated, or if a transaction is undertaken, as to its ultimate terms or timing. The proposal is non-binding and the Hamm Family reserves the right to modify or withdraw the Proposal at any time. The Reporting Persons reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time.

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Item 5 is hereby amended and restated in its entirety as follows:

(a) All percentages in this Item 5(a) and (b) are calculated based on the Outstanding Shares. As of the date of this Schedule 13D:

The Reporting Persons as a Section 13(d) group may be deemed to beneficially own an aggregate of 143,329,046 shares of Common Stock as a result of their beneficial ownership. This aggregate amount represents approximately 39.5% of the total shares of the Issuer’s common stock currently outstanding. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

Roger Clement, in his capacity as trustee or co-trustee, beneficially owns 142,929,154 shares of Common Stock, or 39.4% of the Outstanding Shares.

Shelly Glenn Lambertz beneficially owns 28,571,403 shares of Common Stock, or 7.9% of the Outstanding Shares, which amount includes (i) 2,300 shares of Common Stock, indirectly beneficially owned by Ms. Lambertz through Ms. Lambertz’s spouse and (ii) 1,888 shares of Common Stock held in a custodial account managed by Ms. Lambertz as custodian for Zachary Richard Lambertz.

Harold Thomas Hamm beneficially owns 28,767,596 shares of Common Stock, or 7.9% of the Outstanding Shares.

Hilary Honor Hamm beneficially owns 28,416,733 shares of Common Stock, or 7.8% of the Outstanding Shares.

Jane Elizabeth Hamm Lerum beneficially owns 28,635,433 shares of Common Stock, or 7.9% of the Outstanding Shares.

Deana Ann Cunningham beneficially owns 28,768,467 shares of Common Stock, or 7.9% of the Outstanding Shares.

Jackson Alexander White beneficially owns 1,888 shares of Common Stock, or 0.0% of the Outstanding Shares.

(b)    

Roger Clement has sole voting and dispositive power with respect to 167,526 shares of Common Stock in his capacity as sole and independent trustee of the Jane Elizabeth Hamm 2005 Irrevocable Trust and Hilary Hamm 2005 Irrevocable Trust.

Shelly Glenn Lambertz has sole voting and dispositive power with respect to 226,059 shares of Common Stock, including (i) the 83,658 shares of Common Stock beneficially owned in her capacity as trustee of the Shelly Glenn Lambertz Succession Trust, (ii) the 140,513 shares of Common Stock she owns directly, which includes (A) 27,865 shares of restricted Common Stock which vest on February 15, 2023, (B) 46,532 shares of restricted Common Stock which vest on February 15, 2024 and (C) 36,772 shares of restricted Common Stock which vest on February 15, 2025 and (iii) the 1,888 shares of Common Stock held in a custodial account, which Ms. Lambertz manages as custodian for Zachary Richard Lambertz. Shelly Glenn Lambertz also shares voting and dispositive power with her spouse over 2,300 shares of Common Stock she indirectly owns through her spouse.

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Roger Clement shares, with Shelly Glenn Lambertz, as co-trustee (i) voting power to direct the voting of 21,662,483 shares of Common Stock held by the 2015 Shelly Glenn Lambertz Trust II and (ii) dispositive power to direct the disposition of (A) 22,962,483 shares of Common Stock held by the 2015 Shelly Glenn Lambertz Trust II and (B) 5,380,561 shares of Common Stock held by the 2015 Shelly Glenn Lambertz Trust I. Pursuant to the Proxy, Harold Hamm has sole voting power with respect to 5,380,561 shares of Common Stock held by the 2015 Shelly Glenn Lambertz Trust I and 1,300,000 shares of Common Stock held by the Shelly Glenn Lambertz Trust II covered by the Proxy.

Harold Thomas Hamm has sole voting and dispositive power with respect to 84,387 shares of Common Stock in his capacity as trustee of the Harold Thomas Hamm Succession Trust.

Roger Clement shares, with Harold Thomas Hamm, as co-trustee, (i) the voting and dispositive power to direct the voting and disposition of 23,302,648 shares of Common Stock held by the 2015 Harold Thomas Hamm Trust II and (ii) the dispositive power to direct the disposition of 5,380,561 shares of Common Stock held by the 2015 Harold Thomas Hamm Trust I. Pursuant to the Proxy, Harold Hamm has sole voting power with respect to 5,380,561 shares of Common Stock held by the 2015 Harold Thomas Hamm Trust I covered by the Proxy.

Roger Clement shares, with Hilary Honor Hamm, as co-trustee, (i) the voting and dispositive power to direct the voting and disposition of 22,908,969 shares of Common Stock held by the 2015 Hilary Hamm Trust II and (ii) the dispositive power to direct the disposition of 5,507,764 shares of Common Stock held by the 2015 Hilary Hamm Trust I. Pursuant to the Proxy, Harold Hamm has sole voting power with respect to 5,507,764 shares of Common Stock held by the 2015 Hilary Hamm Trust I covered by the Proxy.

Roger Clement shares, with Jane Elizabeth Hamm Lerum, as co-trustee, (i) the voting and dispositive power to direct the voting and disposition of 23,127,669 shares of Common Stock held by the 2015 Jane Hamm Lerum Trust II and (ii) the dispositive power to direct the disposition of 5,507,764 shares of Common Stock held by the 2015 Jane Hamm Lerum Trust I. Pursuant to the Proxy, Harold Hamm has sole voting power with respect to 5,507,764 shares of Common Stock held by the 2015 Jane Hamm Lerum Trust I covered by the Proxy.

Deana Ann Cunningham has sole voting and dispositive power with respect to 85,258 shares of Common Stock, including the 83,658 shares of Common Stock beneficially owned in her capacity as trustee of the Deana Ann Cunningham Succession Trust and the 1,600 shares of Common Stock she owns directly.

Roger Clement shares, with Deana Ann Cunningham, as co-trustee, (i) the voting and dispositive power to direct the voting and disposition of 23,302,648 shares of Common Stock held by the 2015 Deana Ann Cunningham Trust II and (ii) the dispositive power to direct the disposition of 5,380,561 shares of Common Stock held by the 2015 Deana Ann Cunningham Trust I. Pursuant to the Proxy, Harold Hamm has sole voting power with respect to 5,380,561 shares of Common Stock held by the 2015 Deana Ann Cunningham Trust I covered by the Proxy.

Jackson Alexander White has sole voting and dispositive power with respect to the 1,888 shares of Common Stock he owns directly.

(c) None of the Reporting Persons have effected any transactions in the Common Stock in the last 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6 is hereby amended by adding the following at the end thereof:

No agreement exists with respect to the Proposal described in this Amendment No. 2 and no tender offer in respect of the Proposal has been commenced.

Other than as described elsewhere in this Amendment No. 2, the Reporting Persons do not have any understandings, arrangements, relationships or contracts relating to the Common Stock that are required to be described hereunder.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct.

Date: June 15, 2022

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Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D originally filed February 7, 2022 (including amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Continental Resources, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: February 7, 2022

* /s/ Debra Richards                                        

Debra Richards, Attorney-in-Fact

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Exhibit 99.2

Annex A

Harold G. Hamm

Hamm Capital LLC

P.O. Box 1295

Oklahoma City, OK 73101

June 13, 2022

Board of Directors

Continental Resources, Inc.

20 N. Broadway

Oklahoma City, OK 73102

Members of the Board:

On behalf of myself, the Harold G. Hamm Trust and certain trusts established for the benefit of my family members (collectively, the “Hamm Family”), I am pleased to submit this proposal (the “Proposal”) pursuant to which a newly formed entity on behalf of the Hamm Family would acquire for cash all of the outstanding shares of common stock (the “Common Stock”) of Continental Resources, Inc. (“Continental”), other than shares of Common Stock owned by the Hamm Family and shares of Common Stock underlying unvested equity awards under Continental’s long-term incentive plans (“Excluded Stock”), subject to the negotiation of satisfactory definitive agreements and the other matters described below.

As you are aware, the Hamm Family owns, in the aggregate, approximately 299.7 million shares of Common Stock, representing approximately 83% of the total outstanding shares of Common Stock (based on outstanding shares as reported by Continental in its Quarterly Report on Form 10-Q filed with the SEC on May 4, 2022).

Proposal

Our Proposal to acquire each outstanding share of Common Stock (other than Excluded Stock) for $70.00 in cash delivers certain and significant value and liquidity to Continental’s shareholders. In addition, the proposed consideration represents:

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It should be noted that Continental’s Common Stock has appreciated more than 82% during the last twelve months of trading.

Structure and Closing Conditions

We expect that the Proposed Transaction would be structured as a tender offer for any and all shares of Common Stock (other than Excluded Stock) followed by a merger without a vote of the Continental shareholders in accordance with Section 1081.H of the Oklahoma General Corporation Act.

The Proposal is not subject to any due diligence and the Proposed Transaction’s definitive agreements will not contain a financing condition.

Process

We anticipate that the Board of Directors of Continental will establish and empower a special committee (the “Special Committee”) consisting solely of disinterested and independent directors, and delegate to the Special Committee the authority to evaluate and negotiate the Proposal, including, for the avoidance of doubt, the authority to reject the Proposal. We also anticipate that the Special Committee will engage independent legal and financial advisors selected by the Special Committee to advise it in connection with evaluating this Proposal.

In anticipation of such a delegation, we want to advise you that we are interested only in acquiring Continental’s Common Stock and are not interested in selling any of our Common Stock in Continental or pursuing other strategic alternatives involving Continental. If the Special Committee does not recommend the Proposed Transaction, the Hamm Family currently intends to continue as long-term shareholders of Continental.

We would welcome the opportunity to present the Proposal in more detail to the Special Committee and its advisors as soon as possible.

Advisors

We have engaged Intrepid Partners, LLC as our financial advisor and Vinson & Elkins L.L.P. as our legal advisor, and we are prepared to dedicate such resources as may be necessary to complete negotiations, execute definitive agreements and close the Proposed Transaction as promptly as practicable.

Disclosures

We expect to make appropriate amendments to the Hamm Family’s Schedule 13Ds, as required under applicable securities laws, disclosing this Proposal.

Legal Effect

The Proposal is non-binding, and no agreement, arrangement or understanding between the parties with respect to the Proposal or any other transaction (including any agreement to commence or continue negotiations) shall be created until such time as mutually satisfactory definitive agreements have been executed and delivered.

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The Hamm Family is well positioned to negotiate and complete the Proposed Transaction, including obtaining any required financing, in an expeditious manner. If this Proposal is acceptable to the Special Committee, the Hamm Family is prepared to immediately negotiate definitive agreements in respect of the Proposed Transaction.

We look forward to receiving the Board’s response to this Proposal and working with you to complete a transaction that we believe is attractive to Continental’s public shareholders.

Sincerely,

/s/ Harold G. Hamm

Harold G. Hamm

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