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Form SC 13G/A CHESAPEAKE ENERGY CORP Filed by: Citadel Securities GP LLC

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February 16, 2021 4:45 PM EST

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G*/
(Rule 13d-102)
 
Chesapeake Energy Corporation
(Name of Issuer)
 
Common Stock, $0.01 par value per share
(Title of Class of Securities)
 

165167743

(CUSIP Number)
 

December 31, 2020

Date of Event Which Requires Filing of the Statement
 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
xRule 13d-1(c)
¨Rule 13d-1(d)

 

 

*/ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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 (“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).

 

 

 

 

CUSIP No. 16516774313G/APage 2 of 14 Pages

 

 

1.

NAME OF REPORTING PERSON

 

Citadel Securities LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

(a)      ¨

 

(b)      ¨

3. SEC USE ONLY  
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

 

224,609 shares

 

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

See Row 6 above.

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨ 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  

 

2.3%1

 

12.

TYPE OF REPORTING PERSON

BD, OO

 

 

1The percentages reported in this Schedule 13G/A are based upon approximately 9,782,758 shares of common stock outstanding comprised of (i) 9,780,371 shares of common stock outstanding as of November 5, 2020 (according to the issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 9, 2020), and (ii) approximately 2,387 shares of common stock issuable upon conversion of certain convertible bonds issued by the issuer to an affiliate of the Reporting Person.

 

 

CUSIP No. 16516774313G/APage 3 of 14 Pages

 

 

1.

NAME OF REPORTING PERSON

 

CALC IV LP

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

(a)      ¨

 

(b)      ¨

3. SEC USE ONLY  
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

 

224,609 shares

 

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

See Row 6 above.

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨ 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  

 

2.3%

 

12.

TYPE OF REPORTING PERSON

PN; HC

 

 

CUSIP No. 16516774313G/APage 4 of 14 Pages

 

 

1.

NAME OF REPORTING PERSON

 

Citadel Securities GP LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

(a)      ¨

 

(b)      ¨

3. SEC USE ONLY  
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

 

224,609 shares

 

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

See Row 6 above.

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨ 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  

 

2.3%

 

12.

TYPE OF REPORTING PERSON

OO; HC

 

 

CUSIP No. 16516774313G/APage 5 of 14 Pages

 

 

1.

NAME OF REPORTING PERSON

 

Citadel Advisors LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

(a)      ¨

 

(b)      ¨

3. SEC USE ONLY  
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

 

2,520 shares

 

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

See Row 6 above

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨ 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  

 

Less than 0.1%

 

12.

TYPE OF REPORTING PERSON

IA; OO; HC

 

 

CUSIP No. 16516774313G/APage 6 of 14 Pages

 

 

1.

NAME OF REPORTING PERSON

 

Citadel Advisors Holdings LP

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

(a)      ¨

 

(b)      ¨

3. SEC USE ONLY  
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

 

2,520 shares

 

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

See Row 6 above

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨ 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  

 

Less than 0.1%

 

12.

TYPE OF REPORTING PERSON

PN; HC

 

 

CUSIP No. 16516774313G/APage 7 of 14 Pages

 

 

1.

NAME OF REPORTING PERSON

 

Citadel GP LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

(a)      ¨

 

(b)      ¨

3. SEC USE ONLY  
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

 

2,520 shares

 

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

See Row 6 above.

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨ 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  

 

Less than 0.1%

 

12.

TYPE OF REPORTING PERSON

OO; HC

 

 

CUSIP No. 16516774313G/APage 8 of 14 Pages

 

 

1.

NAME OF REPORTING PERSON

 

Kenneth Griffin

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

(a)      ¨

 

(b)      ¨

3. SEC USE ONLY  
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

 

227,129 shares

 

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

See Row 6 above

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨ 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  

 

2.3%

 

12.

TYPE OF REPORTING PERSON

IN; HC

 

 

CUSIP No. 16516774313G/APage 9 of 14 Pages

 

 

 

 

Item 1(a)Name of Issuer

Chesapeake Energy Corporation

 

Item 1(b)Address of Issuer’s Principal Executive Offices
6100 North Western Avenue, Oklahoma City, Oklahoma 73118

 

Item 2(a)Name of Person Filing
This Schedule 13G/A is being jointly filed by Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”), Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), and Mr. Kenneth Griffin (collectively with Citadel Securities, CALC4, CSGP, Citadel Advisors, CAH and CGP, the “Reporting Persons”) with respect to shares of common stock (and options and other securities exercisable for, or convertible into, common stock) of the above-named issuer owned by Citadel Equity Fund Ltd., a Cayman Islands limited company (“CEFL”), Citadel Quantitative Strategies Master Fund Ltd., a Cayman Islands limited company (“CQ”), and Citadel Securities.

 

CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Citadel Advisors is the portfolio manager for CEFL and CQ. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.

 

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

 

Item 2(b)Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

 

Item 2(c)Citizenship
Each of Citadel Securities, CSGP, Citadel Advisors and CGP is organized as a limited liability company under the laws of the State of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.

 

Item 2(d)Title of Class of Securities
Common stock, $0.01 par value per share

 

Item 2(e)CUSIP Number
 165167743

 

 

CUSIP No. 16516774313G/APage 10 of 14 Pages
 

 

Item 3If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)¨ Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)¨ Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d)¨ Investment company registered under Section 8 of the Investment Company Act;

 

(e)¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

(k)¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

 

CUSIP No. 16516774313G/APage 11 of 14 Pages
 

 

Item 4Ownership

 

A.Citadel Securities LLC

 

(a)Citadel Securities LLC may be deemed to beneficially own 224,609 shares of common stock.

 

(b)The number of shares that Citadel Securities LLC may be deemed to beneficially own constitutes approximately 2.3% of the common stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 224,609

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 224,609

 

B.CALC IV LP and Citadel Securities GP LLC

 

(a)Each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own 224,609 shares of common stock.

 

(b)The number of shares that each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes approximately 2.3% of the common stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 224,609

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 224,609

 

C.Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC

 

(a)Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 2,520 shares of common stock.

 

(b)The number of shares that each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes less than 0.1% of the common stock outstanding.

 

 

CUSIP No. 16516774313G/APage 12 of 14 Pages
 

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 2,520

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 2,520

 

D.Kenneth Griffin

 

(a)Mr. Griffin may be deemed to beneficially own 227,129 shares of common stock.

 

(b)The number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately 2.3% of the common stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 227,129

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 227,129

 

 

CUSIP No. 16516774313G/APage 13 of 14 Pages
 

 

Item 5Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

 

Item 6Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

 

See Item 2 above

 

Item 8Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9Notice of Dissolution of Group

 

Not Applicable

 

Item 10Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 16516774313G/APage 14 of 14 Pages
 

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 16th day of February, 2021.

 

CITADEL SECURITIES LLC   CITADEL ADVISORS LLC

 

By:/s/ Guy Miller  By: /s/ Gregory Johnson
 Guy Miller, Authorized Signatory    Gregory Johnson, Authorized Signatory

 

CALC IV LP  CITADEL ADVISORS HOLDINGS LP

 

By:/s/ Guy Miller  By: /s/ Gregory Johnson
 Guy Miller, Authorized Signatory    Gregory Johnson, Authorized Signatory

 

CITADEL SECURITIES GP LLC  CITADEL GP LLC

 

By:/s/ Guy Miller  By: /s/ Gregory Johnson
 Guy Miller, Authorized Signatory    Gregory Johnson, Authorized Signatory

 

   KENNETH GRIFFIN

 

 By:/s/ Gregory Johnson
    Gregory Johnson, attorney-in-fact*

 

 

*Gregory Johnson is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Jaws Acquisition Corp. on February 1, 2021.

 

 

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on Schedule 13G/A filed herewith (and any amendments thereto), relating to the common stock of Chesapeake Energy Corporation, an Oklahoma corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned.

 

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

 

Dated this 16th day of February, 2021.

 

CITADEL SECURITIES LLC   CITADEL ADVISORS LLC

 

By:/s/ Guy Miller  By: /s/ Gregory Johnson
 Guy Miller, Authorized Signatory    Gregory Johnson, Authorized Signatory

 

CALC IV LP  CITADEL ADVISORS HOLDINGS LP

 

By:/s/ Guy Miller  By: /s/ Gregory Johnson
 Guy Miller, Authorized Signatory    Gregory Johnson, Authorized Signatory

 

CITADEL SECURITIES GP LLC  CITADEL GP LLC

 

By:/s/ Guy Miller  By: /s/ Gregory Johnson
 Guy Miller, Authorized Signatory    Gregory Johnson, Authorized Signatory

 

   KENNETH GRIFFIN

 

 By:/s/ Gregory Johnson
    Gregory Johnson, attorney-in-fact*

 

 

*Gregory Johnson is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Jaws Acquisition Corp. on February 1, 2021.

 

 

 


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