SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
BX VINE (PUB) AGGREGATOR L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2021
3. Issuer Name and Ticker or Trading Symbol
CHESAPEAKE ENERGY CORP [ CHK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 4,219,405(5)(6)(7) I See Footnotes(1)(3)(4)(8)(9)
Common Stock 8,798,248(5)(6)(7) I See Footnotes(2)(3)(4)(8)(9)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BX VINE (PUB) AGGREGATOR L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BX VINE OIL & GAS AGGREGATOR L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCP VI/BEP II/BEP HOLDINGS MANAGER L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
Explanation of Responses:
1. Reflects securities directly held by BX Vine (PUB) Aggregator L.P. ("BX Vine (PUB) Aggregator").
2. Reflects securities directly held by BX Vine Oil & Gas Aggregator L.P. ("BX Vine Oil & Gas Aggregator").
3. BCP VI/BEP II/BEP Holdings Manager L.L.C. is the general partner of BX Vine (PUB) Aggregator and BX Vine Oil & Gas Aggregator. The controlling interests of BCP VI/BEP II/BEP Holdings Manager L.L.C. are held by its managing members Blackstone Energy Management Associates II L.L.C., Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C.BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Blackstone Holdings III L.P. is the managing member of each of Blackstone EMA II L.L.C., Blackstone EMA L.L.C. and BMA VI L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.
4. Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
5. On November 1, 2021, pursuant to the Agreement and Plan of Merger dated as of August 10, 2021 (the "merger agreement"), (i) a wholly owned subsidiary of Chesapeake Energy Corporation ("Chesapeake") merged with and into Vine Energy Inc. ("Vine"), with Vine surviving the merger as a wholly owned subsidiary of Chesapeake (the "first merger" and the surviving entity, the "surviving corporation", the time of such first merger being the "effective time"); and (ii) immediately following the first merger, the surviving corporation merged with and into Hannibal Merger Sub LLC, a wholly owned subsidiary of Chesapeake ("Merger Sub LLC"), with Merger Sub LLC surviving the merger as a wholly owned subsidiary of Chesapeake (the "second merger" and, together with the first merger, the "merger").
6. (Continued from Footnote 5) Immediately prior to the effective time, each Class B unit representing a limited liability company interest in Vine Energy Holdings LLC (individually, a "Holdings Unit"), and each corresponding share of Vine's Class B common stock, issued and outstanding at such time, was converted into Vine Class A common stock, par value $0.01 per share ("Class A common stock"), and each Holdings Unit and each corresponding share of Vine Class B common stock was cancelled and ceases to exist. As a result of the merger, each eligible share of Vine Class A common stock issued and outstanding immediately prior to the effective time was converted into the right to receive $1.20 in cash, without interest (the "Cash Consideration"), and 0.2486 shares of Chesapeake's common stock, par value $0.01 per share (the "Chesapeake Common Stock", and together with the Cash Consideration, the "merger consideration").
7. On November 1, 2021, in connection with the closing of the merger, certain funds affiliated with Blackstone Inc. that received the merger consideration distributed an aggregate of 13,628,066 shares of Chesapeake Common Stock, for no additional consideration, to certain of its members, including 4,219,405 shares transferred to BX Vine (PUB) Aggregator and 8,798,248 shares transferred to BX Vine Oil & Gas Aggregator.
8. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
9. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Remarks:
BX VINE (PUB) AGGREGATOR L.P., By: BCP VI/BEP II/BEP Holdings Manager L.L.C., its general partner, By: /s/ Christopher Striano, Name: Christopher Striano, Title: Senior Managing Director and Chief Operating Officer of Global Finance 11/03/2021
BX VINE OIL & GAS AGGREGATOR L.P., By: BCP VI/BEP II/BEP Holdings Manager L.L.C., its general partner, By: /s/ Christopher Striano, Name: Christopher Striano, Title: Senior Managing Director and Chief Operating Officer of Global Finance 11/03/2021
BCP VI/BEP II/BEP HOLDINGS MANAGER L.L.C., By: /s/ Christopher Striano, Name: Christopher Striano, Title: Senior Managing Director and Chief Operating Officer of Global Finance 11/03/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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