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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

11K characters. Original on sec.gov ·

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Holdings of Major Shareholders

The following table shows certain information regarding the persons we know to be the beneficial owners of more than five percent of our issued and outstanding common stock (as of the date of such shareholder’s Schedule 13D or Schedule 13G filings with the SEC).

Common Stock
Beneficial OwnerNumber of SharesPercent of Class
Franklin Resources, Inc. One Franklin Parkway San Mateo, CA 94403-190626,670,574 (a)23.9%
Prudential Financial, Inc. 751 Broad Street Newark, NJ 07102-377712,310,719 (b)12.6%
Oaktree Capital Group, LLC 333 S. Grand Avenue, 28th Floor Los Angeles, CA 9007111,169,669 (c)11.4%
FMR LLC 245 Summer Street Boston, MA 0221010,023,433 (d)10.2%
D. E. Shaw & Co., L.L.C. 1166 Avenue of the Americas, 9th Floor New York, NY 100367,242,597 (e)7.3%
(a)This information is as of February 28, 2021, as reported in a Schedule 13G filed on March 20, 2021 by Franklin Resources, Inc., and the following members of its affiliated group: Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Advisers, Inc. The Schedule 13G reports aggregate beneficial ownership of 26,670,574 shares, including 13,664,615 shares issuable upon the exercise of warrants. The reporting person has sole power to vote or direct the vote of such shares and sole power to dispose or to direct the disposition of such shares.
(b)This information is as of February 28, 2021, as reported in a Schedule 13G filed on March 10, 2021 by Prudential Financial, Inc. The Schedule 13G reports aggregate beneficial ownership of 12,384,410 shares, including: (i) sole power to vote or direct the vote of 73,691 shares; (ii) shared power to vote or direct the vote of 12,310,719 shares; (iii) sole power to dispose or direct the disposal of 73,691 shares; and (iv) shared power to dispose or to direct the disposition of 12,310,719 shares.
(c)This information is as of February 9, 2021, as reported in a Schedule 13G filed on February 19, 2021 by Oaktree Capital Group, LLC and the following members of its affiliated group: OCM XI CHK Holdings, LLC, OCM Xb CHK Holdings, LLC, Oaktree Fund GP, LLC, Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Group Holdings GP, LLC, Brookfield Asset Management Inc., and Partners Limited. The Schedule 13G reports aggregate beneficial ownership of 11,169,669 shares, including 380,552 shares issuable upon exercise of warrants. The reporting persons have sole power to vote or direct the vote of such shares and sole power to dispose or to direct the disposition of such shares.
(d)This information is as of February 26, 2021, as reported in a Schedule 13G filed on March 10, 2021 by FMR LLC. The Schedule 13G reports aggregate beneficial ownership of 10,023,433 shares, including: (i) sole power to vote or to direct the vote of 2,526,696 shares and (ii) sole power to dispose or direct the disposition of 10,023,433 shares.
(e)This information is as of February 9, 2021, as reported in a Schedule 13G filed on February 9, 2021 by D.E. Shaw & Co., L.L.C. and the following members of its affiliated group: D.E. Shaw & Co., L.P., and David E. Shaw. The Schedule 13G reports aggregate beneficial ownership of 7,242,597 shares, including shared power to vote or direct the vote of such shares and shared power to dispose or to direct the disposition of such shares.

TABLE OF CONTENTS

Securities Ownership of Officers and Directors

The table below sets forth the beneficial ownership of our directors, director nominees, NEOs and all of our directors, director nominees and executive officers as a group. Unless otherwise indicated, the information is given as of April 23, 2021, and the persons named below have sole or shared voting and/or investment power with respect to such shares.

Beneficial OwnerNumber of SharesShare EquivalentsTotal OwnershipPercent of Class
chk-20201231_g13.jpgRobert D. (“Doug”) Lawler———*
Domenic J. (“Nick”) Dell’Osso———*
James R. Webb———*
Frank J. Patterson———*
William M. Buergler———*
chk-20201231_g14.jpgMichael A. Wichterich—12,48412,484*
Timothy S. Duncan—7,1567,156*
Benjamin C. Duster, IV—6,8646,864*
Sarah A. Emerson—6,8646,864*
Matthew M. Gallagher—7,5947,594*
Brian Steck—7,5947,594*
All current directors and executive officers as a group (11 persons)—48,55648,556*****
(a)Includes grants of restricted stock units awards issued that effectively vest on a pro rata basis over the 466-day period beginning on February 9, 2021 and ending on May 20, 2022, the anticipated date of the 2022 Annual Meeting of Shareholders.
*Less than 1%

Equity Compensation Plan Information

The following table sets forth information about the Company’s common stock as of December 31, 2019, that may be issued under equity compensation plans. Amounts reflected in the table below do not reflect the effect of the Company’s recently completed 1-for-200 reverse stock split, which was implemented effective as of the close of business on April 14, 2020:

Plan CategoryNumber of Securities To be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a))****(1) (c)
Equity compensation plans approved by security holders19,727 (1)$1,429.11 (1)474,123 (2)
Equity compensation plans not approved by security holders———
Total19,727 (1)$1,429.11 (1)474,123 (2)
(1)Consists of: (i) options to purchase 19,727 shares of common stock with a weighted-average exercise price of $1,429.11 per share; and (ii) 1,021 shares of restricted stock units.
(2)Consists of 474,123 shares that remained available for issuance under the Company’s 2014 Long Term Incentive Plan (“2014 LTIP”) as of December 31, 2020. The 2014 LTIP used a fungible share pool under which (i) each share issued pursuant to a stock option reduces the number of shares available under the 2014 LTIP by 1.0 share; and (ii) each share issued pursuant to awards other than options reduces the number of shares available by 2.12 shares. In addition, the 2014 LTIP prohibits the reuse of shares withheld or delivered to satisfy the exercise price of, or to satisfy tax withholding requirements for, an option. The 2014 LTIP also prohibits “net share counting” upon the exercise of options.

When the Company emerged from bankruptcy on February 9, 2021, the Company's 2014 LTIP was terminated and a new 2021 LTIP was adopted by order of the United States Bankruptcy Court for the Southern District of Texas. The new 2021 LTIP authorizes the issuance of up to 6,800,000 shares of the Company's common stock.

TABLE OF CONTENTS

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