-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S8zorphg78rtW7+DPaV3Is6/87i8jBHV9lW18xjiPeKas0pqtDa+i0s7W2GJ3z9o JvPEV8ASZBATJTryVa6e7w== 0000895126-06-000090.txt : 20060404 0000895126-06-000090.hdr.sgml : 20060404 20060404183513 ACCESSION NUMBER: 0000895126-06-000090 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060404 FILED AS OF DATE: 20060404 DATE AS OF CHANGE: 20060404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ENERGY CORP CENTRAL INDEX KEY: 0000895126 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731395733 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARD TOM L CENTRAL INDEX KEY: 0001038276 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13726 FILM NUMBER: 06739794 BUSINESS ADDRESS: BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 N WESTERN CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2006-04-04 1 0000895126 CHESAPEAKE ENERGY CORP CHK 0001038276 WARD TOM L 6100 N WESTERN OKLAHOMA CITY OK 73118 1 1 0 0 President and COO Contract 2006-04-04 4 J 0 1 A 2009-04-04 Common Stock 2 D See attached remarks. On April 4, 2006, Mr. Ward entered into a forward sale agreement (the "Agreement") relating to up to 2,000,000 shares (the "Base Amount") of common stock. The Agreement proveds that Mr. Ward will deliver on the tenth business day following April 4, 2009 a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the Settlement Ratio, which will be determined as follows: (a) If the average closing price of the common stock for the ten business days following April 4, 2009 (the "Settlement Price") is less than or equal to $26.7781 (the "Hedged Value"), the Settlement Ratio will be one; (b) If the Settlement Price is greater than the Hedged Value but less than $40.5295 (the "Upside Limit"), the Settlement Ratio will be equal to the Hedged Value divided by the Settlement Price; and (c) If the Settlement Price is equal to or greater than the Upside Limit, the Settlement Ratio will be equal to the sum of the Hedged Value divided by the Settlement Price and a fraction the numerator of which is equal to the difference between the Settlement Price and the Upside Limit and the denominator of which is equal to the Settlement Price. In consideration therefor, the Agreement provides that Mr. Ward will receive a purchase price of $50,828,608. By: Jennifer M. Grigsby For: Tom L. Ward 2006-04-04 -----END PRIVACY-ENHANCED MESSAGE-----