SC 13D/A 1 chksch13damd5032315.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Chesapeake Energy Corporation
(Name of Issuer)

Common Stock, Par Value $0.01
(Title of Class of Securities)

165167107
(CUSIP Number)

Jesse A. Lynn, Esq.
General Counsel
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 23, 2015
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


SCHEDULE 13D

CUSIP No. 165167107


1  NAME OF REPORTING PERSON
High River Limited Partnership

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS
WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
14,610,002

8  SHARED VOTING POWER
0

9  SOLE DISPOSITIVE POWER
14,610,002

10  SHARED DISPOSITIVE POWER
0

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,610,002

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.20%

14  TYPE OF REPORTING PERSON
PN

SCHEDULE 13D

CUSIP No. 165167107


1  NAME OF REPORTING PERSON
Hopper Investments LLC

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
0

8  SHARED VOTING POWER
14,610,002

9  SOLE DISPOSITIVE POWER
0

10  SHARED DISPOSITIVE POWER
14,610,002

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,610,002

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.20%

14  TYPE OF REPORTING PERSON
OO



SCHEDULE 13D

CUSIP No. 165167107


1  NAME OF REPORTING PERSON
Barberry Corp.

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
0

8  SHARED VOTING POWER
14,610,002

9  SOLE DISPOSITIVE POWER
0

10  SHARED DISPOSITIVE POWER
14,610,002

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,610,002

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.20%

14  TYPE OF REPORTING PERSON
CO




SCHEDULE 13D

CUSIP No. 165167107


1  NAME OF REPORTING PERSON
Icahn Partners Master Fund LP

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS
WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
23,754,055

8  SHARED VOTING POWER
0

9  SOLE DISPOSITIVE POWER
23,754,055

10  SHARED DISPOSITIVE POWER
0

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,754,055

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.57%

14  TYPE OF REPORTING PERSON
PN

SCHEDULE 13D

CUSIP No. 165167107


1  NAME OF REPORTING PERSON
Icahn Offshore LP

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
0

8  SHARED VOTING POWER
23,754,055

9  SOLE DISPOSITIVE POWER
0

10  SHARED DISPOSITIVE POWER
23,754,055

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,754,055

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.57%

14  TYPE OF REPORTING PERSON
PN

SCHEDULE 13D

CUSIP No. 165167107


1  NAME OF REPORTING PERSON
Icahn Partners LP

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS
WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
34,685,943

8  SHARED VOTING POWER
0

9  SOLE DISPOSITIVE POWER
34,685,943

10  SHARED DISPOSITIVE POWER
0

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,685,943

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                        5.22%

14  TYPE OF REPORTING PERSON
PN

SCHEDULE 13D

CUSIP No. 165167107


1  NAME OF REPORTING PERSON
Icahn Onshore LP

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
0

8  SHARED VOTING POWER
34,685,943

9  SOLE DISPOSITIVE POWER
0

10  SHARED DISPOSITIVE POWER
34,685,943

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,685,943

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.22%

14  TYPE OF REPORTING PERSON
PN

SCHEDULE 13D

CUSIP No. 165167107


1  NAME OF REPORTING PERSON
Icahn Capital LP

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
0

8  SHARED VOTING POWER
58,439,998

9  SOLE DISPOSITIVE POWER
0

10  SHARED DISPOSITIVE POWER
58,439,998

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,439,998

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.79%

14  TYPE OF REPORTING PERSON
PN


SCHEDULE 13D

CUSIP No. 165167107


1  NAME OF REPORTING PERSON
IPH GP LLC

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
0

8  SHARED VOTING POWER
58,439,998

9  SOLE DISPOSITIVE POWER
0

10  SHARED DISPOSITIVE POWER
58,439,998

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,439,998

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.79%

14  TYPE OF REPORTING PERSON
OO

SCHEDULE 13D

CUSIP No. 165167107


1  NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
0

8  SHARED VOTING POWER
58,439,998

9  SOLE DISPOSITIVE POWER
0

10  SHARED DISPOSITIVE POWER
58,439,998

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,439,998

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.79%

14  TYPE OF REPORTING PERSON
PN

SCHEDULE 13D

CUSIP No. 165167107


1  NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
0

8  SHARED VOTING POWER
58,439,998

9  SOLE DISPOSITIVE POWER
0

10  SHARED DISPOSITIVE POWER
58,439,998

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,439,998

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.79%

14  TYPE OF REPORTING PERSON
CO

SCHEDULE 13D

CUSIP No. 165167107


1  NAME OF REPORTING PERSON
Beckton Corp.

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
0

8  SHARED VOTING POWER
58,439,998

9  SOLE DISPOSITIVE POWER
0

10  SHARED DISPOSITIVE POWER
58,439,998

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,439,998

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.79%

14  TYPE OF REPORTING PERSON
CO

SCHEDULE 13D

CUSIP No. 165167107


1  NAME OF REPORTING PERSON
Carl C. Icahn

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
0

8  SHARED VOTING POWER
73,050,000

9  SOLE DISPOSITIVE POWER
0

10  SHARED DISPOSITIVE POWER
73,050,000

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,050,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.98%

14  TYPE OF REPORTING PERSON
IN

SCHEDULE 13D

Item 1.  Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons on May 25, 2012 (as amended previously, the "Initial 13D"), with respect to the Common Stock, par value $0.01 (the "Shares"), issued by Chesapeake Energy Corporation (the "Issuer"), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Initial Schedule 13D is hereby amended by replacing it in its entirety with the following:

The Reporting Persons hold, in the aggregate, 73,050,000 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $1,152 million (including commissions). The source of funding for the purchase of these Shares was the general working capital of the respective purchasers.

Item 5.  Interest in Securities of the Issuer

Items 5 (a) and (b) of the Initial Schedule 13D are hereby amended by replacing them in their entirety with the following:

(a)  The Reporting Persons may be deemed to beneficially own, in the aggregate, 73,050,000 Shares, representing approximately 10.98% of the Issuer's outstanding Shares (based upon the 665,038,368 Shares stated to be outstanding as of February 9, 2015 by the Issuer in the Issuer's Form 10-K filed with the Securities and Exchange Commission on February 27, 2015).

(b)  High River has sole voting power and sole dispositive power with regard to 14,610,002 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 23,754,055 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 34,685,943 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
 
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2 of the Initial Schedule 13D), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act")) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2 of the Initial Schedule 13D), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2 of the Initial Schedule 13D), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.

Item 5 (c) of the Initial Schedule 13D is hereby amended by the addition of the following:

(c)  The following table sets forth all transactions with respect to Shares effected during the past 60 days in respect of the Shares. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.

Name of Reporting Person
Date of Transaction
Amount of Securities
Price Per Share
 
High River LP
03/11/2015
1,320,000
14.15
       
Icahn Partners LP
03/11/2015
3,127,252
14.15
       
Icahn Partners Master Fund LP
03/11/2015
2,152,748
14.15





SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 23, 2015


ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner


By:/s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory


ICAHN CAPITAL LP
IPH GP LLC
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.


By:/s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer






/s/ Carl C. Icahn
CARL C. ICAHN












[Signature Page of Schedule 13D, Amendment No. 5 – Chesapeake Energy Corporation]