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Filing Details

Accession Number:: 0001104659-19-016925
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-03-22 21:06:00
Reporting Period:: 2019-03-20

Accepted Time:: 2019-03-22 21:06:00
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
895126	Chesapeake Energy Corp	CHK	Crude Petroleum & Natural Gas (1311)	731395733

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1471812	Ngp Energy Capital Management, L.l.c.	5221 N. O'Connor Blvd., Suite 1100 Irving TX 75039	No	No	Yes	No
1612741	Ngp Natural Resources Xi, L.p.	5221 N. O'Connor Blvd., Suite 1100 Irving TX 75039	No	No	Yes	No
1691879	Ngp Xi Us Holdings, L.p.	5221 N. O'Connor Blvd., Suite 1100 Irving TX 75039	No	No	Yes	No
1691880	Ngp Xi Holdings Gp, L.l.c.	5221 N. O'Connor Blvd., Suite 1100 Irving TX 75039	No	No	Yes	No
1691944	G.f.w. Energy Xi, L.p.	5221 N. O'Connor Blvd., Suite 1100 Irving TX 75039	No	No	Yes	No
1691951	Gfw Xi, L.l.c.	5221 N. O'Connor Blvd., Suite 1100 Irving TX 75039	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2019-03-20	1,676,564	$3.31	140,793,083	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2019-03-21	978,783	$3.26	139,814,300	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2019-03-20	160,956	$3.31	13,516,631	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2019-03-21	93,967	$3.26	13,422,664	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2019-03-20	565,140	$3.31	47,458,860	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2019-03-21	329,930	$3.26	47,128,930	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2019-03-20	1,331,224	$3.31	111,792,424	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2019-03-21	777,172	$3.26	111,015,252	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Footnotes

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $3.25 to $3.35, inclusive. The reporting persons undertake to provide to Chesapeake Energy Corporation ("Chesapeake"), any security holder of Chesapeake, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price for each entity within the ranges set forth in footnotes (1) and (2) in this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $3.25 to $3.32, inclusive.
Directly owned by Esquisto Holdings, LLC ("Esquisto Holdings").
Directly owned by WHE AcqCo Holdings, LLC ("Acquisition Co. Holdings").
Directly owned by NGP XI US Holdings, L.P. ("NGP XI US Holdings"). Amount does not include potential indirect beneficial ownership of shares directly owned by Esquisto Holdings and Acquisition Co. Holdings. See Footnotes 7 through 9.
Directly owned by WHR Holdings, LLC ("WHR Holdings").
This form is jointly filed by NGP Energy Capital Management, L.L.C. ("NGP ECM"), NGP XI US Holdings, NGP XI Holdings GP, L.L.C. ("NGP XI Holdings GP"), NGP Natural Resources XI, L.P. ("NGP Natural Resources XI"), G.F.W. Energy XI, L.P. ("GFW Energy XI") and GFW XI, L.L.C. ("GFW XI"). Esquisto Investment Holdings, LLC ("Esquisto Investment Holdings") owns 100% of the capital interests in Esquisto Holdings, NGP XI US Holdings directly and indirectly owns 90% of Esquisto Investment Holdings, and certain members of Esquisto Holdings' and Esquisto Investment Holdings' management own the remaining 10.0%. Additionally, NGP XI US Holdings has shared rights to appoint a majority of the board of managers of Esquisto Investment Holdings. Further, NGP XI US Holdings owns 100% of the capital interests in Acquisition Co. Holdings.
(Continued from Footnote 7) As a result, NGP XI US Holdings may be deemed to indirectly beneficially own the shares held by each of Esquisto Holdings and Acquisition Co. Holdings. NGP XI US Holdings disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein and this statement shall not be construed as an admission that NGP XI US Holdings is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose.
(Continued from Footnote 8) NGP XI Holdings GP is the sole general partner of NGP XI US Holdings, NGP Natural Resources XI is the sole member of NGP XI Holdings GP, GFW Energy XI is the sole general partner of NGP Natural Resources XI and GFW XI is the sole general partner of GFW Energy XI. GFW XI has delegated full power and authority to manage NGP XI US Holdings to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over shares held by NGP XI US Holdings and therefore may also be deemed to be the beneficial owner of such shares. Each of NGP XI Holdings GP, NGP Natural Resources XI, GFW Energy XI, GFW XI and NGP ECM disclaims beneficial ownership of the reported securities in excess of its pecuniary interest therein.
WildHorse Investment Holdings, LLC ("WildHorse Investment Holdings") owns 100% of the capital interests in WHR Holdings. NGP X US Holdings, L.P. ("NGP X US Holdings") owns 90.3% of WildHorse Investment Holdings, and certain former members of WildHorse Resource Development Corporation's management own the remaining 9.7%. As a result, NGP X US Holdings may be deemed to indirectly beneficially own the shares held by WHR Holdings. NGP X Holdings GP, L.L.C. ("NGP X Holdings GP") is the sole general partner of NGP X US Holdings. NGP Natural Resources X, L.P. ("NGP X") is the sole member of NGP X Holdings GP. G.F.W. Energy X, L.P. ("GFW X") is the sole general partner of NGP X. GFW X, L.L.C. ("GFW X GP") is the sole general partner of GFW X.
(Continued from Footnote 10) GFW X GP has delegated full power and authority to manage NGP X US Holdings to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over the shares of Chesapeake common stock that WHR Holdings holds and therefore may also be deemed to be the beneficial owner of such shares. NGP ECM disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.