Form SC 13D/A CONTINENTAL RESOURCES, Filed by: Hamm Harold

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

Continental Resources, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

212015 10 1

(CUSIP Number)

James R. Webb

Senior Vice President, General Counsel, Chief Risk Officer and Secretary

Continental Resources, Inc.

20 N. Broadway

Oklahoma City, Oklahoma 73102

Tel: (405) 234-9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 13, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1 is hereby amended and restated in its entirety as follows:

This Amendment No. 11 to Schedule 13D (this “Amendment No. 11”) further amends and restates (where indicated) the Schedule 13D initially filed with the SEC on May 24, 2007 (as amended prior to this Amendment No. 11, and as further amended hereby, the “Schedule 13D”), and relates to the beneficial ownership by Harold G. Hamm (the “Reporting Person”) of the shares of common stock, par value $0.01 per share (“Common Stock”), of Continental Resources, Inc., an Oklahoma corporation (the “Issuer”), the address of which is 20 N. Broadway, Oklahoma City, Oklahoma, 73102. This Amendment No. 11 does not constitute an admission that the changes reported herein are “material” or that this Amendment No. 11 is required to be filed. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. Except as provided herein, all items of the Schedule 13D remain unchanged.

Item 3 is hereby amended by appending the following information:

The Reporting Person anticipates that all or a portion of capital necessary to consummate the transaction contemplated by the Proposal (as defined below) will be obtained from third-party debt financing sources, but the Reporting Person has not procured any debt financing commitments as of the date of this Amendment No. 11. The Proposal is not subject to a financing condition, and the Reporting Person does not anticipate that the definitive agreements entered into in connection with the transaction contemplated by the Proposal would contain a financing condition.

Item 4 is hereby amended by inserting the following information at the end of Item 4:

On June 13, 2022, Reporting Person, on behalf of himself, the Harold G. Hamm Trust and certain trusts established for the benefit of Reporting Person’s family members (collectively, the “Hamm Family”), submitted a proposal (the “Proposal”) to the Board of Directors of the Issuer (the “Board”) for a newly formed entity on behalf of the Hamm Family to acquire for cash all of the Issuer’s outstanding Common Stock, other than Common Stock owned by the Hamm Family and Common Stock underlying the unvested equity awards issued under the Issuer’s long-term incentive plans (“Excluded Stock”), at a price of $70.00 per share. The Reporting Person anticipates that the transaction would be structured as a tender offer for any and all shares of Common Stock (other than Excluded Stock) followed by a merger without a vote of the Issuer’s shareholders in accordance with Section 1081H of the Oklahoma General Corporation Act. The Proposal is subject to the approval of a special committee of the Board composed solely of disinterested members of the Board who are also independent of the Hamm Family and management (the “Special Committee”). If the transaction is consummated, the Issuer’s Common Stock would be delisted from the New York Stock Exchange and deregistered under the Act.

The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by the full text of the Proposal, which is attached as Exhibit 99.1 to this Schedule 13D and is incorporated herein by reference.

While the Proposal remains under consideration by the Special Committee on behalf of the Issuer and is subject to negotiation with the Special Committee, the Reporting Person and his representatives may respond to inquiries from the Issuer, the Board or the Special Committee (or its independent legal and financial advisors) and engage in discussions and negotiations regarding the Proposal with such persons.

No assurances can be given that the transaction contemplated by the Proposal or any other potential transaction involving the Hamm Family and the Issuer will be consummated, or if a transaction is undertaken, as to its ultimate terms or timing. The Proposal is non-binding and the Hamm Family reserves the right to modify or withdraw the Proposal at any time. The Reporting Person reserves the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time.

Item 5 is hereby amended and restated in its entirety as follows:

(a) As of the date of this Amendment No. 11, Mr. Hamm beneficially owns 184,862,306 shares of Common Stock, or 51.0% of the Outstanding Shares, including (i) 156,340,643 shares of Common Stock he owns directly, which includes 10,405 shares of restricted Common Stock that vest on May 1, 2023, (ii) 64,452 shares of Common Stock held by Transwestern Transports LLC and (iii) 28,457,211 shares of Common Stock with respect to which Mr. Hamm holds an irrevocable Proxy. The foregoing percentage is based on the Outstanding Shares.

(b) Mr. Hamm has sole voting power with respect to 184,862,306 shares of Common Stock, including (i) 156,340,643 shares of Common Stock he owns directly, which includes 10,405 shares of restricted Common Stock that vest on May 1, 2023, (ii) 64,452 shares of Common Stock held by Transwestern Transports LLC and (iii) 28,457,211 shares of Common Stock with respect to which Mr. Hamm holds an irrevocable Proxy.

Mr. Hamm has sole dispositive power with respect to 156,405,095 shares of Common Stock, including (i) 156,340,643 shares of Common Stock he owns directly, which includes 10,405 shares of restricted Common Stock that vest on May 1, 2023 and (ii) 64,452 shares of Common Stock held by Transwestern Transports LLC.

(c) On May 19, 2022, the Reporting Person was awarded 10,405 shares of restricted Common Stock that vest on May 1, 2023. Otherwise, the Reporting Person has not effected any transactions in the Common Stock in the last 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6 is hereby amended by adding the following at the end thereof:

No agreement exists with respect to the Proposal described in this Amendment No. 11 and no tender offer in respect of the Proposal has been commenced.

Other than as described elsewhere in this Amendment No. 11, the Reporting Person does not have any understandings, arrangements, relationships or contracts relating to the Common Stock that are required to be described hereunder.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 11 is true, complete and correct.

Date: June 15, 2022

Exhibit 99.1

Annex A

Harold G. Hamm

Hamm Capital LLC

P.O. Box 1295

Oklahoma City, OK 73101

June 13, 2022

Board of Directors

Continental Resources, Inc.

20 N. Broadway

Oklahoma City, OK 73102

Members of the Board:

On behalf of myself, the Harold G. Hamm Trust and certain trusts established for the benefit of my family members (collectively, the “Hamm Family”), I am pleased to submit this proposal (the “Proposal”) pursuant to which a newly formed entity on behalf of the Hamm Family would acquire for cash all of the outstanding shares of common stock (the “Common Stock”) of Continental Resources, Inc. (“Continental”), other than shares of Common Stock owned by the Hamm Family and shares of Common Stock underlying unvested equity awards under Continental’s long-term incentive plans (“Excluded Stock”), subject to the negotiation of satisfactory definitive agreements and the other matters described below.

As you are aware, the Hamm Family owns, in the aggregate, approximately 299.7 million shares of Common Stock, representing approximately 83% of the total outstanding shares of Common Stock (based on outstanding shares as reported by Continental in its Quarterly Report on Form 10-Q filed with the SEC on May 4, 2022).

Proposal

Our Proposal to acquire each outstanding share of Common Stock (other than Excluded Stock) for $70.00 in cash delivers certain and significant value and liquidity to Continental’s shareholders. In addition, the proposed consideration represents:

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It should be noted that Continental’s Common Stock has appreciated more than 82% during the last twelve months of trading.

Structure and Closing Conditions

We expect that the Proposed Transaction would be structured as a tender offer for any and all shares of Common Stock (other than Excluded Stock) followed by a merger without a vote of the Continental shareholders in accordance with Section 1081.H of the Oklahoma General Corporation Act.

The Proposal is not subject to any due diligence and the Proposed Transaction’s definitive agreements will not contain a financing condition.

Process

We anticipate that the Board of Directors of Continental will establish and empower a special committee (the “Special Committee”) consisting solely of disinterested and independent directors, and delegate to the Special Committee the authority to evaluate and negotiate the Proposal, including, for the avoidance of doubt, the authority to reject the Proposal. We also anticipate that the Special Committee will engage independent legal and financial advisors selected by the Special Committee to advise it in connection with evaluating this Proposal.

In anticipation of such a delegation, we want to advise you that we are interested only in acquiring Continental’s Common Stock and are not interested in selling any of our Common Stock in Continental or pursuing other strategic alternatives involving Continental. If the Special Committee does not recommend the Proposed Transaction, the Hamm Family currently intends to continue as long-term shareholders of Continental.

We would welcome the opportunity to present the Proposal in more detail to the Special Committee and its advisors as soon as possible.

Advisors

We have engaged Intrepid Partners, LLC as our financial advisor and Vinson & Elkins L.L.P. as our legal advisor, and we are prepared to dedicate such resources as may be necessary to complete negotiations, execute definitive agreements and close the Proposed Transaction as promptly as practicable.

Disclosures

We expect to make appropriate amendments to the Hamm Family’s Schedule 13Ds, as required under applicable securities laws, disclosing this Proposal.

Legal Effect

The Proposal is non-binding, and no agreement, arrangement or understanding between the parties with respect to the Proposal or any other transaction (including any agreement to commence or continue negotiations) shall be created until such time as mutually satisfactory definitive agreements have been executed and delivered.

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The Hamm Family is well positioned to negotiate and complete the Proposed Transaction, including obtaining any required financing, in an expeditious manner. If this Proposal is acceptable to the Special Committee, the Hamm Family is prepared to immediately negotiate definitive agreements in respect of the Proposed Transaction.

We look forward to receiving the Board’s response to this Proposal and working with you to complete a transaction that we believe is attractive to Continental’s public shareholders.

Sincerely,

/s/ Harold G. Hamm

Harold G. Hamm

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