Vi/bep Ii/bep Holdings Manager L.L.C. BCP Form 4 CHESAPEAKE ENERGY / Energy Management Associates II L.L.C. Blackstone ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BX Vine Intermediate Holdco L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CHESAPEAKE ENERGY CORP [ CHK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/25/2022		S		4,236	D	$100.1071(1)	1,311,663	I	See Footnotes(2)(4)(5)(6)(7)(8)
Common Stock	05/26/2022		S		140,719	D	$100.5275(9)	1,170,944	I	See Footnotes(2)(4)(5)(6)(7)(8)
Common Stock	05/26/2022		S		5,045	D	$101.0153(10)	1,165,899	I	See Footnotes(2)(4)(5)(6)(7)(8)
Common Stock								11,500,000	I	See Footnotes(3)(4)(5)(6)(7)(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

BX Vine Intermediate Holdco L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP VI/BEP II/BEP HOLDINGS MANAGER L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Energy Management Associates II L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Energy Management Associates L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Management Associates VI L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone EMA II L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone EMA L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BMA VI L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares of common stock, par value $0.01 per share ("Common Stock"), of Chesapeake Energy Corporation (the "Issuer") were sold in multiple transactions ranging from $100.04 to $100.23, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price in the range set forth in this footnote.

2. Reflects securities directly held by BX Vine Intermediate Holdco L.P. after the sales reported herein.

3. Reflects securities directly held by BX Vine ML Holdco L.P. BX Vine ML Holdco GP L.L.C. is the general partner of BX Vine ML Holdco L.P.

4. BX Vine Intermediate Holdco L.P. is the sole member of BX Vine ML Holdco GP L.L.C. BCP VI/BEP II/BEP Holdings Manager L.L.C. is the general partner of BX Vine Intermediate Holdco L.P. The controlling interests of BCP VI/BEP II/BEP Holdings Manager L.L.C. are held by its managing members Blackstone Energy Management Associates II L.L.C., Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Blackstone Holdings III L.P. is the managing member of each of Blackstone EMA II L.L.C., Blackstone EMA L.L.C. and BMA VI L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P.

5. (Continued from Footnote 4) Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. ("Blackstone") is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

6. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

7. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.

8. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

9. The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were sold in multiple transactions ranging from $100.00 to $100.9971, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price in the range set forth in this footnote.

10. The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were sold in multiple transactions ranging from $101.00 to $101.09, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price in the range set forth in this footnote.

Remarks:

Form 1 of 2

	BX VINE INTERMEDIATE HOLDCO L.P., By: BCP VI/BEP II/BEP Holdings Manager L.L.C., its general partner, By: /s/ Christopher Striano, Name: Christopher Striano, Title: Senior Managing Director and Chief Operating Officer of Global Finance	05/27/2022
	BCP VI/BEP II/BEP HOLDINGS MANAGER L.L.C., By: /s/ Christopher Striano, Name: Christopher Striano, Title: Senior Managing Director and Chief Operating Officer of Global Finance	05/27/2022
	BLACKSTONE ENERGY MANAGEMENT ASSOCIATES II L.L.C., By: Blackstone EMA II L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	05/27/2022
	BLACKSTONE ENERGY MANAGEMENT ASSOCIATES L.L.C., By: Blackstone EMA L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	05/27/2022
	BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C., By: BMA VI L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	05/27/2022
	BLACKSTONE EMA II L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	05/27/2022
	BLACKSTONE EMA L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	05/27/2022
	BMA VI L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	05/27/2022
	** Signature of Reporting Person	Date
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