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Form 4 Chord Energy Corp For: Jul 01 Filed by: Lou Michael H

July 6, 2022 9:48 PM EDT

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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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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 *
Lou Michael H

(Last) (First) (Middle)
1001 FANNIN ST, STE 1500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Chord Energy Corp [ CHRD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 07/01/2022   M (1) (2) (3)   43,728 A (1) (2) (3) 68,595 (4) D  
Common Stock 07/01/2022   A (5)   125,018 A (5) 193,613 D  
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
Performance Share Units (1) (2) 07/01/2022   M     21,864   (1) (2)   (1) (2) Common Stock 21,864 (1) (2) 21,864 D  
Performance Share Units (3) 07/01/2022   M     21,864   (3)   (3) Common Stock 21,864 (3) 0 D  
Explanation of Responses:
1. As a result of the merger (the "Merger") between Oasis Petroleum Inc. ("Oasis") and Whiting Petroleum Corporation ("Whiting") contemplated by that certain Agreement and Plan of Merger, dated as of March 7, 2022, by and among Oasis, Ohm Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Oasis, New Ohm LLC, a Delaware limited liability company and a wholly owned subsidiary of Oasis, and Whiting (the "Merger Agreement"), the performance period associated with the Performance Share Units granted to the Reporting Person under Oasis 2020 Long Term Incentive Plan (the "Plan") that were originally subject to a total shareholder return performance goal over a three-year measurement period ended and the Reporting Person earned 65,592 Performance Share Units (which represent 300% of the target number of Performance Share Units (21,864) originally reported by the Reporting Person on a prior Form 4),
2. (Continued from Footnote 1) or an additional 43,728 Performance Share Units, which earned Performance Share Units shall remain subject to time-based vesting through the end of the original measurement period. Following the closing of the Merger, the Issuer changed its name to "Chord Energy Corporation."
3. As a result of the Merger, the performance period associated with the Performance Share Units granted to the Reporting Person under the Plan that were originally subject to a total shareholder return performance goal over a four-year measurement period ended and the Reporting Person earned 65,592 Performance Share Units (which represent 300% of the target number of Performance Share Units (21,864) originally reported by the Reporting Person on a prior Form 4), or an additional 43,728 Performance Share Units, which earned Performance Share Units shall remain subject to time-based vesting through the end of the original measurement period.
4. Includes 24,867 shares of the Issuer's common stock, par value $0.01 per share, subject to a previously granted restricted stock unit award, which remain subject to the same time-based vesting schedule.
5. As a result of the Merger, the performance period associated with the Performance Share Units granted to the Reporting Person under the Plan that were originally subject to a relative total shareholder return performance goal based on the Issuer's performance as compared to a predefined peer group or the Russell 2000 constituent companies, as applicable, over a three- or four-year measurement period, as applicable, ended and the Reporting Person earned a total of 37,562 Performance Share Units, which earned Performance Share Units shall remain subject to time-based vesting through the end of the original measurement period. The amount reported in this row includes the 37,562 Performance Share Units described in this Note 5, as well as the additional 43,728 Performance Share Units described in Note 1 and the additional 43,728 Performance Share Units described in Note 3.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Executive Vice President & Chief Financial Officer
/s/ M. Scott Regan, Attorney-in-Fact for Michael H. Lou 07/06/2022
** 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.
                                                                   Exhibit 24

                             POWER OF ATTORNEY
                 FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,
                 FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G

The undersigned hereby constitutes and appoints M. Scott Regan of Chord Energy
Corporation ("Chord"), with full power of substitution, as the undersigned's
true and lawful attorney-in-fact to

        (1)           Execute for an on behalf of the undersigned a Form ID
             (including amendments thereto), or any other forms prescribed by
             the Securities and Exchange Commission, that may be necessary to
             obtain codes and passwords enabling the undersigned to make
             electronic filings with the Securities and Exchange Commission of
             the forms referenced in clause (2) below;

        (2)           Execute for and on behalf of the undersigned any (a) Form
             3, Form 4 and Form 5 (including amendments thereto) in accordance
             with Section 16(a) of the Securities Exchange Act of 1934, as
             amended (the Exchange Act), (b) Form 144 (including amendments
             thereto) and (c) Schedule 13D and Schedule 13G (including
             amendments thereto) in accordance with Sections 13(d) and 13(g) of
             the Exchange Act, but only to the extent each form or schedule
             relates to the undersigned's beneficial ownership of securities of
             Chord or any of its subsidiaries;

        (3)          Do and perform any and all acts for and on behalf of the
             undersigned that may be necessary or desirable to complete and
             execute any Form ID, Form 3, Form 4, Form 5, Form 144, Schedule
             13D or Schedule 13G (including amendments thereto) and timely file
             the forms or schedules with the Securities and Exchange Commission
             and any stock exchange or quotation system, self-regulatory
             association or any other authority, and provide a copy as required
             by law or advisable to such persons as the attorney-in-fact deems
             appropriate; and

        (4)          Take any other action in connection with the foregoing
             that, in the opinion of the attorney-in-fact, may be of benefit
             to, in the best interest of or legally required of the
             undersigned, it being understood that the documents executed by
             the attorney-in-fact on behalf of the undersigned pursuant to this
             Power of Attorney shall be in the form and shall contain the terms
             and conditions as the attorney-in-fact may approve in the
             attorney-in-fact's discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done
in the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that the attorney-in-fact shall lawfully do or cause to be done
by virtue of this Power of Attorney and the rights and powers granted herein.
The undersigned acknowledges that the attorney-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming (nor is Chord
assuming) any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act.

The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Chord and the attorney-in-fact against any losses, claims,
damages or liabilities (or actions in these respects) that arise out of or are
based upon any untrue statements or omissions of necessary facts in the
information provided by or at the direction of the undersigned, or upon the
lack of timeliness in the delivery of information by or at the direction of the
undersigned, to the attorney-in fact for purposes of executing, acknowledging,
delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D
or Schedule 13G (including amendments thereto) and agrees to reimburse Chord
and each of its affiliates and the attorney-in-fact on demand for any legal or
other expenses reasonably incurred in connection with investigating or
defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form
144, Schedule 13D and Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by
Chord, unless earlier revoked by the undersigned in a signed writing delivered
to the attorney-in-fact. This Power of Attorney does not revoke any other power
of attorney that the undersigned has previously granted.

                          [Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.


                                   s Michael H. Lou
                                   -------------------------------
                                   Signature


                                   Michael H. Lou
                                   -------------------------------
                                   Type or Print Name


                                   07/06/2022
                                   -------------------------------
                                   Date


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