SEC FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

SOUTHEASTERN ASSET MANAGEMENT INC/TN/

(Last)

(First)

(Middle)

6410 POPLAR AVENUE

SUITE 900

(Street)

MEMPHIS

38119

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2012

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)

X	Form filed by One Reporting Person
	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	87,455,895	I	Voting and/or investment discretion per investment advisory contracts

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
5.75% Cumulative Non-Voting Convertible Preferred Stock	⁽¹⁾	12/31/2049	Common Stock	2,719,256⁽²⁾	⁽²⁾	I	Investment discretion per investment advisory contracts
5.75% Cumulative Non-Voting Convertible Preferred Stock⁽³⁾	⁽⁴⁾	12/31/2049	Common Stock	1,849,942⁽⁵⁾	⁽⁵⁾	I	Investment discretion per investment advisory contracts

Explanation of Responses:

1. Each share of 5.75% Non-Voting Convertible Preferred Stock is convertible at any time at the option of the holder into approximately 37.037 Common Shares of Chesapeake which is based on an initial conversion price of $27.00 per Common Share, subject to certain adjustments.

2. As of the date of this Form 3, Southeastern holds 73,420 shares of 5.75% Cumulative Non-Voting Convertible Preferred Stock. Each Preferred Share is convertible into 37.037 Common Shares of Chesapeake. The number of Common Shares issuable upon conversion of the Preferred Shares is subject to customary adjustment as set forth in the Certificate of Designations.

3. 5.75% Cumulative Non-Voting Convertible Preferred Stock (Series A)

4. Each share of 5.75% Cumulative Non-Voting Convertible Preferred Stock (Series A) is convertible at any time at the option of the holder into approximately 35.7961 Common Shares of Chesapeake which is based on an initial conversion price of $27.94 per Common Share, subject to certain adjustments.

5. As of the date of this Form 3, Southeastern holds 51,680 shares of 5.75% Cumulative Non-Voting Convertible Preferred Stock (Series A). Each Preferred Share is convertible into 35.7961 Common Shares of Chesapeake. The number of Common Shares issuable upon conversion of the Preferred Shares is subject to customary adjustments as set forth in the Certificate of Designations.

Remarks:

Southeastern Asset Management, Inc. ("Southeastern") does not have a pecuniary interest in the securities. As a result of a conversion from Schedule 13G to Schedule 13D filing, Southeastern may now be deemed a "beneficial owner" of more than 10% of the company's common stock for Section 16 purposes, under Rule 16a-1(a)(1). As permitted by Rule 16a-1, this Form 3 shall not be deemed an admission that Southeastern is a beneficial owner of more than 10% of the company's common stock for Section 16 purposes.

	/s/ Andrew R. McCarroll, General Counsel, Southeastern Asset Management, Inc.	05/22/2012
	** 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).
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.