X0206 3 2018-06-13 0 0000277595 ENERGEN CORP EGN 0001535472 Corvex Management LP 667 MADISON AVENUE NEW YORK NY 10065 0 0 0 1 Potential Group Members 0001307631 Meister Keith A. 667 MADISON AVENUE NEW YORK NY 10065 0 0 0 1 Potential Group Members Common Stock 7710474 I See Footnotes Call Options (obligation to sell) 67.37 2018-05-20 2018-11-18 Common Stock 2000000 I See Footnotes 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 Mr. Meister. 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. Corvex and Mr. Meister may be deemed to be members of a "group" for purposes of Section 13(d)(3) of the Exchange Act with High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp. and Carl C. Icahn (collectively, the "Icahn Persons"). Subject to Footnote 4 below, none of Corvex, the Corvex Funds or Mr. Meister has any pecuniary interest in any Shares beneficially owned by any of the Icahn Persons and each of Corvex, the Corvex Funds and Mr. Meister disclaims beneficial ownership of such Shares. The Icahn Persons are separately filing a Form 3. On May 20, 2018, Corvex and the Corvex Funds (the "Corvex Parties") and High River Limited Partnership, Icahn Partners LP and Icahn Partners Master Fund LP (the "Icahn Group") entered into a Stock Option Agreement (the "Option Agreement") pursuant to which the Corvex Parties granted the Icahn Group an option (the "Option") to purchase 2,000,000 Shares in the aggregate at a price of $67.37 per Share. Prior to exercise of the Option, the Corvex Parties shall retain all incidents of ownership of the underlying Shares, including, without limitation, all voting rights, and the Icahn Group shall not have the right, and shall not, direct the voting of any Shares prior to the exercise of the Option. (Continued from footnote 4) The Corvex Parties shall hold for the benefit of the Icahn Group and deliver to the Icahn Group upon the exercise of the Option, any and all dividends or other distributions with respect to the Shares (whether payable in cash, securities or other assets) that are issued, paid, or as to which a record date is set while the Corvex Parties are holders of record, on or following the date of the Option Agreement. CORVEX MANAGEMENT LP, Name: /s/ Keith Meister, Title: Managing Partner 2018-06-18 /s/ Keith Meister 2018-06-18