| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
APA CORPORATION (Name of Issuer) |
Common Stock, $0.625 par value (Title of Class of Securities) |
03743Q108 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 03743Q108 |
| 1 | Names of Reporting Persons Hotchkis and Wiley Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 35,409,788.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
SCHEDULE 13G |
| CUSIP No. | 03743Q108 |
| 1 | Names of Reporting Persons Vanguard Windsor II Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 18,764,967.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IV |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: APA CORPORATION | |
| (b) | Address of issuer's principal executive
offices: 2000 W. Sam Houston Pkwy. S., Suite 200, Houston, Texas 77042-3643 | |
| Item 2. | ||
| (a) | Name of person filing: Hotchkis and Wiley Capital Management, LLC
Vanguard Windsor II Fund | |
| (b) | Address or principal business office or, if
none, residence: Hotchkis and Wiley Capital Management, LLC
601 S. Figueroa Street, 39th Floor
Los Angeles, CA 90017
Vanguard Windsor II Fund
Post Office Box 2600
Valley Forge, PA 19482 | |
| (c) | Citizenship: Hotchkis and Wiley Capital Management, LLC: Delaware Vanguard Windsor II Fund: Delaware | |
| (d) | Title of class of securities: Common Stock, $0.625 par value | |
| (e) | CUSIP No.: 03743Q108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Hotchkis and Wiley Capital Management, LLC - 35,409,788;
Vanguard Windsor II Fund - 18,764,967 | |
| (b) | Percent of class: Hotchkis and Wiley Capital Management, LLC - 9.6%
Vanguard Windsor II Fund - 5.1 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Hotchkis and Wiley Capital Management, LLC - 33,239,172
Vanguard Windsor II Fund - 18,764,967 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Hotchkis and Wiley Capital Management, LLC - 35,409,788
Vanguard Windsor II Fund - 18,764,967 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0
The shares of the Issuer's Common Stock (the "Common Shares") are owned by certain investment vehicles and/or accounts managed or sub-advised by Hotchkis and Wiley Capital Management, LLC ("HWCM"), including Vanguard Windsor II Fund. Certain HWCM clients have retained the power to vote the Common Shares that they directly own. Accordingly, HWCM has the power to dispose of more Common Shares than it can vote. HWCM disclaims beneficial ownership of the reported shares, except to the extent of its pecuniary interest in such shares, if any.
Percentage based on 369,947,453 shares of Common Stock outstanding as of October 31, 2024, as reported by the Issuer in the Form 10-Q. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
See the response to Item 4. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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|
|
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Comments accompanying signature:
Hotchkis & Wiley Capital Management, LLC (H&W) is Sub-Advisor to the Vanguard Windsor II Fund. Tina H. Kodama, Chief Compliance Officer of H&W, is an Authorized Person of the Sub-Advisor.
Exhibit
Information |
Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Date: February 14, 2025
Hotchkis and Wiley Capital Management, LLC
By: /s/ Tina Kodama
Name: Tina Kodama
Title: Chief Compliance Officer
Vanguard Windsor II Fund
By: Hotchkis & Wiley Capital Management, LLC (Sub-Advisor)
Its: Authorized Person of Sub-Advisor
By: /s/ Tina Kodama
Name: Tina Kodama
Title: Chief Compliance Officer |