Sec Form 3 Filing - Corvex Management LP @ ENERGEN CORP - 2018-01-31

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 _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Potential Group Members (Last) (First) (Middle) 667 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2018 (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 8,254,426 I See footnote ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 (right to buy) $ 40 ( 5 ) 01/31/2019 Common Stock 1,456,048 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 ) Put Options (obligation to buy) $ 40 ( 7 ) ( 7 ) Common Stock 1,456,048 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Corvex Management LP 667 MADISON AVENUE NEW YORK, NY10065 Potential Group Members Meister Keith A. 667 MADISON AVENUE NEW YORK, NY10065 X Signatures /s/ Keith A. Meister, Managing Partner 02/08/2018 Signature of Reporting Person Date /s/ Keith A. Meister 02/08/2018 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 (the "Exchange Act"), 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 )On January 31, 2018, Corvex Master Fund LP delivered to the Issuer a letter notifying the Issuer of its intent to nominate four persons (the "Corvex Nominees") for election to the Issuer's Board of Directors at the Issuer's 2018 annual meeting of shareholders. Vincent J. Intrieri, who beneficially owns Shares, is a Corvex Nominee. There is no agreement between Corvex and any of its affiliates and Mr. Intrieri with respect to the voting, nor any restriction on the acquisition or disposition, of Shares of the Issuer held by such persons. The filing of this statement should not be construed to be an admission that Corvex and any of its affiliates, including the Corvex Funds and Mr. Meister, on the one hand, and Mr. Intrieri on the other hand, are members of a "group" for the purposes of Section 13(d)(3) of the Exchange Act. ( 4 )None of Corvex, the Corvex Funds or Mr. Meister has any pecuniary interest in the Shares beneficially owned by Mr. Intrieri and each of Corvex, the Corvex Funds and Mr. Meister disclaims beneficial ownership of such Shares. Mr. Intrieri is separately filing a Form 3. ( 5 )These options were exercisable immediately upon issuance. ( 6 )Represents over-the-counter market American-style call options purchased by Corvex on behalf of the Corvex Funds. ( 7 )Represents over-the-counter market European-style put options sold by Corvex on behalf of the Corvex Funds. Such options expire on January 31, 2019 or the date on which the corresponding American-style call option reported on this Form 3 is exercised.

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).

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