Sec Form 3 Filing - Corvex Management LP @ ENERGEN CORP - 2017-08-11

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Corvex Management LP
2. Issuer Name and Ticker or Trading Symbol
ENERGEN CORP [ EGN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
667 MADISON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/11/2017
(Street)
NEW YORK, NY10065
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 9,790,768 I See Footnotes ( 1 ) ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Call Options (obligation to sell) $ 60 ( 3 ) 10/20/2017 Common Stock 415,200 I See Footnotes ( 1 ) ( 2 ) ( 4 )
Put Options (obligation to buy) $ 40 ( 3 ) 01/19/2018 Common Stock 415,200 I See Footnotes ( 1 ) ( 2 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Corvex Management LP
667 MADISON AVENUE
NEW YORK, NY10065
X
Meister Keith A.
667 MADISON AVENUE
NEW YORK, NY10065
X
Signatures
CORVEX MANAGEMENT LP, Name: /s/ Keith Meister, Title: Managing Partner 08/16/2017
Signature of Reporting Person Date
KEITH MEISTER, Name: /s/ Keith Meister 08/16/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of common stock (the "Shares") of Energen Corporation (the "Issuer") held for the accounts of certain private investment funds for which Corvex Management LP ("Corvex") acts as investment adviser, including Corvex Master Fund, LP and Corvex Select Equity Master Fund LP (collectively, the "Corvex Funds"). The general partner of Corvex is controlled by Mr. Meister.
( 2 )For purposes of Section 16 of the Securities Exchange Act of 1934, each of Corvex and Mr. Meister disclaims beneficial ownership of the securities of the Issuer held directly by the Corvex Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Corvex or Mr. Meister is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
( 3 )These options were exercisable immediately upon issuance.
( 4 )Represents listed American-style call options sold by Corvex on behalf of the Corvex Funds.
( 5 )Represents listed American-style put options sold by Corvex on behalf of the Corvex Funds.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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