EXPAND ENERGY Corp — Director's Dealing 2021

Feb 19, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CHESAPEAKE ENERGY CORP (CHK)
CIK: 0000895126
Period of Report: 2021-02-09

Reporting Person: Partners Ltd (10% Owner)
Reporting Person: BROOKFIELD ASSET MANAGEMENT INC. (10% Owner)
Reporting Person: Oaktree Capital Group Holdings GP, LLC (10% Owner)
Reporting Person: Oaktree Capital Group, LLC (10% Owner)
Reporting Person: OAKTREE HOLDINGS, LLC (10% Owner)
Reporting Person: OCM HOLDINGS I, LLC (10% Owner)
Reporting Person: Oaktree Capital I, L.P. (10% Owner)
Reporting Person: OAKTREE FUND GP I, L.P. (10% Owner)
Reporting Person: Oaktree Fund GP, LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7646594	Indirect
Common Stock	3142523	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant (right to buy)	$36.18	2026-02-09	Common Stock (289434)		Indirect
Warrant (right to buy)	$36.18	2026-02-09	Common Stock (91118)		Indirect

Footnotes

F1: Consists of 7,646,594 shares of common stock, par value $0.01 per share ("Common Stock") of Chesapeake Energy Corporation (the "Company") beneficially owned by Oaktree Fund GP, LLC ("Fund GP") on behalf of certain of its managed funds and accounts. All share amounts reported on this Form 3 represent estimates based on the records of the Reporting Persons and therefore are subject to finalization pursuant to the settlement process in connection with the emergence of the Company from bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code. As a result, these amounts may be subject to change as the settlement process is completed.

F2: Consists of 3,142,523 shares of Common Stock beneficially owned by Fund GP on behalf of certain of its managed funds and accounts. All share amounts reported on this Form 3 represent estimates based on the records of the Reporting Persons and therefore are subject to finalization pursuant to the settlement process in connection with the emergence of the Company from bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code. As a result, these amounts may be subject to change as the settlement process is completed.

F3: Consists of Class C Warrants issued by the Company pursuant to the Class C Warrant Agreement, dated as of February 9, 2021 (the "Warrants") beneficially owned by Fund GP on behalf of certain of its managed funds and accounts exercisable for 289,434 shares of Common Stock at an exercise price of $36.18 per share. The Warrant amounts reported on this Form 3 represent estimates based on the records of the Reporting Persons and therefore are subject to finalization pursuant to the settlement process in connection with the emergence of the Company from bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code. As a result, these amounts may be subject to change as the settlement process is completed.

F4: Consists of Warrants of the Company beneficially owned by Fund GP on behalf of certain of its managed funds and accounts exercisable for 91,118 shares of Common Stock at an exercise price of $36.18 per share. The Warrant amounts reported on this Form 3 represent estimates based on the records of the Reporting Persons and therefore are subject to finalization pursuant to the settlement process in connection with the emergence of the Company from bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code. As a result, these amounts may be subject to change as the settlement process is completed.

F5: This Form 3 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Fund GP, (ii) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (iii) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (iv) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I, (v) Oaktree Holdings, LLC ("Holdings LLC"), in its capacity as the managing member of Holdings I, (vi) Oaktree Capital Group, LLC ("OCG"), in its capacity as the managing member of Holdings LLC, (vii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as the indirect owner of the class B units of OCG, (cont'd on FN 6)

F6: (cont'd from FN 5) (iix) Brookfield Asset Management Inc. ("BAM"), in its capacity as the indirect owner of the class A units of OCG and (ix) Partners Limited, in its capacity as the sole owner of Class B Limited Voting Shares of BAM. Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 3.