Icahn Carl C Et Al Form 3 ENERGEN / CARL C ICAHN ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
06/13/2018

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ("Shares")	2,000,000	I	please see footnotes(1)(2)(3)(4)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase (right to buy)	05/20/2018	11/18/2018	Shares	2,000,000	67.37	I	please see footnote(7)(8)
Forward contract (obligation to purchase)	06/13/2018	06/12/2020	Shares	225,935	(9)	I	please see footnote(9)(10)

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^*

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)

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)

Explanation of Responses:

1. High River Limited Partnership ("High River") directly beneficially owns 400,000 Shares (subject to settlement of the transactions described in the next succeeding sentence), Icahn Partners LP ("Icahn Partners") directly beneficially owns 948,864 Shares (subject to settlement of the transactions described in the next succeeding sentence) and Icahn Partners Master Fund LP ("Icahn Master" and, together with High River and Icahn Partners, the "Icahn Group") directly beneficially owns 651,136 Shares (subject to settlement of the transactions described in the next succeeding sentence). Such Shares include 150,000 Shares to be purchased by High River, 355,824 Shares to be purchased by Icahn Partners and 244,176 Shares to be purchased by Icahn Master, in each case on the earlier of (x) July 18, 2018 or (y) one business day following the receipt by the reporting persons of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

2. 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.

3. 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.

4. 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.

5. 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.

6. The above reporting persons controlled by Carl C. Icahn (the "Reporting Persons") 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 the Corvex and the Corvex Funds (as defined below), the "Corvex Persons"). Subject to Footnote 7 below, 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 are separately filing a Form 3.

7. On May 20, 2018, the Icahn Group entered into a Stock Option Agreement (the "Option Agreement") with Corvex and Corvex Master Fund LP and Corvex Select Equity Master Fund LP (together, the "Corvex Funds") pursuant to which Corvex and the Corvex Funds granted the Icahn Group an option (the "Option") to purchase 2,000,000 Shares in the aggregate at a price of $67.37 per Share.

8. Prior to exercise of the Option, the Corvex Persons shall retain all incidents of ownership of the underlying Shares, including, without limitation, all voting rights, and the Icahn Group shall not have the right, and shall not, direct the voting of any Shares prior to the exercise of the Option. The Corvex Persons shall hold for the benefit of the Icahn Group and deliver to the Icahn Group upon the exercise of the Option, any and all dividends or other distributions with respect to the Shares (whether payable in cash, securities or other assets) that are issued, paid, or as to which a record date is set while the Corvex Persons are holders of record, on or following the date of the Option Agreement.

9. On June 13, 2018, High River entered into a forward contract providing for the purchase by High River of 45,187 Shares, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 107,058 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 73,690 Shares, in each case at a forward price of $57.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $7.37 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on June 12, 2020.

10. The forward contracts provide for physical settlement, with High River, Icahn Partners and Icahn Master, respectively, retaining the right to elect cash settlement. None of the forward contracts give High River, Icahn Partners nor Icahn Master, as applicable, direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

	CARL C. ICAHN	06/18/2018
	ICAHN PARTNERS LP	06/18/2018
	ICAHN PARTNERS MASTER FUND LP	06/18/2018
	HIGH RIVER LIMITED PARTNERSHIP	06/18/2018
	** Signature of Reporting Person	Date
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