| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ENERGEN CORP [ EGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/09/2018 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/09/2018 | X | 1,456,048 | A | $40 | 9,710,474 | I | See footnotes(1)(2)(3)(4) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Call Options (right to buy) | $40 | 02/09/2018 | X | 1,456,048 | (5) | 01/31/2019 | Common Stock | 1,456,048 | $0 | 0 | I | See footnotes(1)(2)(3)(4)(6) | |||
| Put Options (obligation to buy) | $40 | 02/09/2018 | E(7) | 1,456,048 | (7) | (7) | Common Stock | 1,456,048 | $0 | 0 | I | See footnotes(1)(2)(3)(4)(7) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Shares of common stock (the "Shares") of Energen Corporation (the "Issuer") held for the accounts of certain private investment funds for which Corvex Management LP ("Corvex") acts as investment adviser, including Corvex Master Fund LP and Corvex Select Equity Master Fund LP (collectively, the "Corvex Funds"). The general partner of Corvex is controlled by Keith Meister. |
| 2. For purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of Corvex and Mr. Meister disclaims beneficial ownership of the securities of the Issuer held directly by the Corvex Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Corvex or Mr. Meister is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| 3. On January 31, 2018, Corvex Master Fund LP delivered to the Issuer a letter notifying the Issuer of its intent to nominate four persons (the "Corvex Nominees") for election to the Issuer's Board of Directors at the Issuer's 2018 annual meeting of shareholders. Vincent J. Intrieri, who beneficially owns Shares, is a Corvex Nominee. There is no agreement between Corvex and any of its affiliates and Mr. Intrieri with respect to the voting, nor any restriction on the acquisition or disposition, of Shares of the Issuer held by such persons. The filing of this statement should not be construed to be an admission that Corvex and any of its affiliates, including the Corvex Funds and Mr. Meister, on the one hand, and Mr. Intrieri on the other hand, are members of a "group" for the purposes of Section 13(d)(3) of the Exchange Act. |
| 4. None of Corvex, the Corvex Funds or Mr. Meister has any pecuniary interest in the Shares beneficially owned by Mr. Intrieri and each of Corvex, the Corvex Funds and Mr. Meister disclaims beneficial ownership of such Shares. |
| 5. These options were exercisable immediately upon issuance. |
| 6. Represents over-the-counter market American-style call options purchased by Corvex on behalf of the Corvex Funds that were exercised on February 9, 2018. |
| 7. Represents over-the-counter market European-style put options sold by Corvex on behalf of the Corvex Funds that were set to expire on January 31, 2019 or the date on which the corresponding American-style call option reported on this Form 4 was exercised. Such European-style put options expired on February 9, 2018, the date on which the corresponding American-style call options reported on this Form 4 were exercised in full. Such European-style put options the expiration of which is reported herein were sold by Corvex on behalf of the Corvex Funds prior to the Reporting Persons becoming subject to Section 16, therefore the expiration of such European-style put options is exempt from Section 16(b) of the Exchange Act. |
| /s/ Keith A. Meister, Managing Partner | 02/13/2018 | |
| /s/ Keith A. Meister | 02/13/2018 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||