Energen (EGN) Form 4 ENERGEN / CARL C ICAHN 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

ICAHN CARL C

(Last) (First) (Middle)

C/O ICAHN ASSOCIATES HOLDINGS LLC

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENERGEN CORP [ EGN ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
POTENTIAL GROUP MEMBER

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2018

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

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
Forward contract (obligation to purchase)	(1)	06/14/2018		J(1)		1		06/14/2018	06/12/2020	Common Stock, par value &0.01 per share ("Shares")	71,566	(8)	1	I	please see footnotes(1)(10)(11)(14)
Forward contract (obligation to purchase)	(2)	06/14/2018		J(1)		1		06/14/2018	06/12/2020	Shares	169,744	(2)	2	I	pleasee see footnotes(2)(10)(12)(14)
Forward contract (obligation to purchase)	(3)	06/14/2018		J(3)		1		06/14/2018	06/12/2020	Sharers	116,522	(3)	3	I	please see footnotes(3)(10)(13)(14)
Forward contract (obligation to purchase)	(4)	06/15/2018		J(4)		1		06/15/2018	06/12/2020	Shares	77,000	(4)	4	I	please see footnotes(4)(10)(11)(14)
Forward contract (obligation to purchase)	(5)	06/15/2018		J(5)		1		06/15/2018	06/12/2020	Shares	182,634	(5)	5	I	please see footnotes(5)(10)(12)(14)
Forward contract (obligation to purchase)	(6)	06/15/2018		J(6)		1		06/15/2018	06/12/2020	Shares	125,366	(6)	6	I	please see footnotes(6)(10)(13)(14)
Forward contract (obligation to purchase)	(7)	06/18/2018		J(7)		1		06/18/2018	06/12/2020	Shares	6,247	(7)	7	I	please see footnotes(7)(10)(11)(14)
Forward contract (obligation to pirchase)	(8)	06/18/2018		J(8)		1		06/18/2018	06/12/2020	Shares	14,815	(8)	8	I	please see footnotes(8)(10)(12)(14)
Forward contract (obligation to pirchase)	(9)	06/18/2018		J(9)		1		06/18/2018	06/12/2020	Shares	10,171	(9)	9	I	please see footnotes(9)(10)(13)(14)

1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last) (First) (Middle)

C/O ICAHN ASSOCIATES HOLDINGS LLC

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HIGH RIVER LIMITED PARTNERSHIP

(Last) (First) (Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS NY 10601

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICAHN PARTNERS LP

(Last) (First) (Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS NY 10601

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICAHN PARTNERS MASTER FUND LP

(Last) (First) (Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS NY 10601

(City) (State) (Zip)

Explanation of Responses:

1. 1. On June 14, 2018, High River Limited Partnership ("High River") entered into a forward contract providing for the purchase by High River of 71,566 Shares, at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, High River paid the counterparty to the forward contract $7.01 per Share upon establishing the forward contract. Subject to High River's right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with High River retaining the right to elect cash settlement. The forward contracts do not give High River direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

2. On June 14, 2018, Icahn Partners LP ("Icahn Partners") entered into a forward contract providing for the purchase by Icahn Partners of 169,744 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Partners paid the counterparty to the forward contract $7.01 per Share upon establishing the forward contract. Subject to Icahn Partners' right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with Icahn Partners retaining the right to elect cash settlement. The forward contracts do not give Icahn Partners direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

3. On June 14, 2018, Icahn Partners Master Fund LP ("Icahn Master") entered into a forward contract providing for the purchase by Icahn Master of 116,522 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Master paid the counterparty to the forward contract $7.01 per Share upon establishing the forward contract. Subject to Icahn Master's right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with Icahn Master retaining the right to elect cash settlement. The forward contracts do not give Icahn Master direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

4. On June 15, 2018, High River entered into a forward contract providing for the purchase by High River of 77,000 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, High River paid the counterparty to the forward contract $6.04 per Share upon establishing the forward contract. Subject to High River's right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with High River retaining the right to elect cash settlement. The forward contracts do not give High River direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

5. On June 15, 2018, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 182,634 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Partners paid the counterparty to the forward contract $6.04 per Share upon establishing the forward contract. Subject to Icahn Partners' right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with Icahn Partners retaining the right to elect cash settlement. The forward contracts do not give Icahn Partners direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

6. 6. On June 15, 2018, Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 125,366 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Master paid the counterparty to the forward contract $6.04 per Share upon establishing the forward contract. Subject to Icahn Master's right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with Icahn Master retaining the right to elect cash settlement. The forward contracts do not give Icahn Master direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

7. On June 18, 2018, High River entered into a forward contract providing for the purchase by High River of 6,247 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, High River paid the counterparty to the forward contract $6.99 per Share upon establishing the forward contract. Subject to High River's right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with High River retaining the right to elect cash settlement. The forward contracts do not give High River direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

8. On June 18, 2018, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 14,815 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Partners paid the counterparty to the forward contract $6.99 per Share upon establishing the forward contract. Subject to Icahn Partners' right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with Icahn Partners retaining the right to elect cash settlement. The forward contracts do not give Icahn Partners direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

9. On June 18, 2018, Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 10,171 Shares at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Master paid the counterparty to the forward contract $6.99 per Share upon establishing the forward contract. Subject to Icahn Master's right to accelerate the settlement date, the forward contract will settle on June 12, 2020. The forward contract provides for physical settlement, with Icahn Master retaining the right to elect cash settlement. The forward contracts do not give Icahn Master direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

10. Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.

11. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

12. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

13. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

14. The above reporting persons controlled by Carl C. Icahn may be considered a 10% beneficial owner because they may be deemed to be members of a "group" (within the meaning of Section 13(d)(3) of the Act), with Corvex Management LP ("Corvex") and Mr. Keith Meister (together with Corvex, the "Corvex Persons"). Subject to Footnote 7 of the Form 3 filed by the Reporting Persons on June 18, 2018, none of the reporting persons has any pecuniary interest in any Shares beneficially owned by any of the Corvex Persons, and each of the reporting persons disclaims beneficial ownership of such Shares. The Corvex Persons have filed a separate Form 3 with respect to their interests.

	CARL C. ICAHN	06/18/2018
	HIGH RIVER LIMITED PARTNERSHIP	06/18/2018
	ICAHN PARTNERS LP	06/18/2018
	ICAHN PARTNERS MASTER FUND LP	06/18/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.