X0306 4 2018-06-19 0 0000277595 ENERGEN CORP EGN 0000921669 ICAHN CARL C C/O ICAHN ASSOCIATES HOLDINGS LLC 767 FIFTH AVE., SUITE 4700 NEW YORK NY 10153 0 0 0 1 POTENTIAL GROUP MEMBER 0000928464 HIGH RIVER LIMITED PARTNERSHIP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001313666 ICAHN PARTNERS LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001322827 ICAHN PARTNERS MASTER FUND LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 Common Stock ("Shares") 2018-06-19 4 J 0 45187 64.37 A 2045187 I please see footnotes Shares 2018-06-19 4 J 0 107058 64.37 A 2152245 I please see footnotes Shares 2018-06-19 4 J 0 73690 64.37 A 2225935 I please see footnotes Shares 2018-06-19 4 J 0 71566 64.01 A 2297501 I please see footnotes Shares 2018-06-19 4 J 0 169744 64.01 A 2467245 I please see footnotes Shares 2018-06-19 4 J 0 116522 64.01 A 2583767 I please see footnotes Shares 2018-06-19 4 J 0 77000 63.04 A 2660767 I please see footnotes Shares 2018-06-19 4 J 0 182634 63.04 A 2843401 I please see footnotes Shares 2018-06-19 4 J 0 125366 63.04 A 2968767 I please see footnote Shares 2018-06-19 4 J 0 6247 63.99 A 2975014 I please see footnotes Shares 2018-06-19 4 J 0 14815 63.99 A 2989829 I please see footnotes Shares 2018-06-19 4 J 0 10171 63.99 A 3000000 I please see footnotes Forward contract (obligation to purchase) 2018-06-19 4 J 0 1 A 2018-06-13 2020-06-12 Shares 45187 0 I please see footnotes Forward contract (obligation to purchase) 2018-06-19 4 J 0 1 A 2018-06-13 2020-06-12 Shares 107058 0 I please see footnotes Forward contract (obligation to purchase) 2018-06-19 4 J 0 1 A 2018-06-13 2020-06-12 Shares 73690 0 I please see footnotes Forward contract (obligation to purchase) 2018-06-19 4 J 0 1 A 2018-06-14 2020-06-12 Shares 71566 0 I please see footnotes Forward contract (oblilgation to purchase) 2018-06-19 4 J 0 1 A 2018-06-14 2020-06-12 Shares 169744 0 I please see footnotes Forward contract (obligation to purchase) 2018-06-19 4 J 0 1 A 2018-06-14 2020-06-12 Shares 116522 0 I please see footnotes Forward contract (obligation to purchase) 2018-06-19 4 J 0 1 A 2018-06-15 2020-06-12 Shares 77000 0 I please see footnotes Forward contract (obligation to purchase) 2018-06-19 4 J 0 1 A 2018-06-15 2020-06-12 Shares 182634 0 I please see footnotes Forward contract (obligation to purchase) 2018-06-19 4 J 0 1 A 2018-06-15 2020-06-12 Shares 125366 0 I please see footnotes Forward contract (obligation to purchase) 2018-06-19 4 J 0 1 A 2018-06-18 2020-06-12 Shares 6247 0 I please see footnotes Forward contract (obligation to pirchase) 2018-06-19 4 J 0 1 A 2018-06-18 2020-06-12 Shares 14815 0 I please see footnotes Forward contract (obligation to purchase) 2018-06-19 4 J 0 1 A 2018-06-18 2020-06-12 Shares 10171 0 I please see footnotes On June 19, 2018, High River Limited Partnership ("High River") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 45,187 Shares, at a forward price of $57.00 per Share, plus a financing charge. On June 19, 2018, Icahn Partners LP ("Icahn Partners") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 107,058 Shares, at a forward price of $57.00 per Share, plus a financing charge. On June 19, 2018, Icahn Partners Master Fund LP ("Icahn Master") acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Master of 73,690 Shares, at a forward price of $57.00 per Share, plus a financing charge. On June 19, 2018, High River acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 71,566 Shares, at a forward price of $57.00 per Share, plus a financing charge. On June 19, 2018, Icahn Partners acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 169,744 Shares, at a forward price of $57.00 per Share, plus a financing charge. On June 19, 2018, Icahn Master acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Master of 116,522 Shares, at a forward price of $57.00 per Share, plus a financing charge. On June 19, 2018, High River acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 77,000 Shares, at a forward price of $57.00 per Share, plus a financing charge. On June 19, 2018, Icahn Partners acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 182,634 Shares, at a forward price of $57.00 per Share, plus a financing charge. On June 19, 2018, Icahn Master acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Master of 125,366 Shares, at a forward price of $57.00 per Share, plus a financing charge. On June 19, 2018, High River acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by High River of 6,247 Shares, at a forward price of $57.00 per Share, plus a financing charge. On June 19, 2018, Icahn Partners acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Partners of 14,815 Shares, at a forward price of $57.00 per Share, plus a financing charge. On June 19, 2018, Icahn Master acquired Shares upon the physical settlement of a forward contract, pursuant to its terms, which forward contract provided for the purchase by Icahn Master of 10,171 Shares, at a forward price of $57.00 per Share, plus a financing charge. High River directly beneficially owns 600,000 Shares, Icahn Partners directly beneficially owns 1,423,115 Shares, and Icahn Master directly beneficially owns 976,885 Shares. Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. The above reporting persons controlled by Carl C. Icahn may be considered a 10% beneficial owner because they may be deemed to be members of a "group" (within the meaning of Section 13(d)(3) of the Act), with Corvex Management LP ("Corvex") and Mr. Keith Meister (together with Corvex, the "Corvex Persons"). Subject to Footnote 7 of the Form 3 filed by the Reporting Persons on June 18, 2018, none of the reporting persons has any pecuniary interest in any Shares beneficially owned by any of the Corvex Persons, and each of the reporting persons disclaims beneficial ownership of such Shares. The Corvex Persons have filed a separate Form 3 with respect to their interests. CARL C. ICAHN 2018-06-20 HIGH RIVER LIMITED PARTNERSHIP 2018-06-20 ICAHN PARTNERS LP 2018-06-20 ICAHN PARTNERS MASTER FUND LP 2018-06-20