Sec Form 4 Filing - Hlavinka Gary J. @ Coterra Energy Inc. - 2022-07-05

FORM 4 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Hlavinka Gary J. 2. Issuer Name and Ticker or Trading Symbol Coterra Energy Inc. [ CTRA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President, (MBU) (Last) (First) (Middle) 840 GESSNER ROAD STE 1400 3. Date of Earliest Transaction (MM/DD/YY) 07/05/2022 (Street) HOUSTON, TX77024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 07/05/2022 M 12,820 A $ 0 24,461 D Common Stock 07/05/2022 F 3,652 D $ 25.6 20,809 D Common Stock 07/05/2022 M 12,110 A $ 0 32,919 D Common Stock 07/05/2022 F 3,449 D $ 25.6 29,470 D Common Stock 4,110 I Held in 401(k).

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 Performance Shares $ 0( 1 ) 07/05/2022 M 12,820 ( 2 ) ( 2 ) Common Stock 12,820 $ 0 0 D Performance Shares $ 0( 1 ) 07/05/2022 M 12,110 ( 3 ) ( 3 ) Common Stock 12,110 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hlavinka Gary J. 840 GESSNER ROAD STE 1400 HOUSTON, TX77024 Vice President, (MBU) Signatures /s/ Deidre L. Shearer, Attorney-in-Fact for Gary J. Hlavinka 07/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Performance Shares converted into common stock on a one-for-one basis. ( 2 )On 02/19/2020, the reporting person was granted 12,820 performance shares payable in common stock, subject to the achievement of performance criteria over a three-year performance period beginning January 1, 2020 and ending December 31, 2022.Effective July 5, 2022, the Compensation Committee of Coterra's Board of Directors terminated the performance period and certified that the performance criteria were met, resulting in the conversion of each performance share into one share of Coterra common stock. ( 3 )On 02/17/2021, the reporting person was granted 12,110 performance shares payable in common stock, subject to the achievement of performance criteria over a three-year performance period beginning January 1, 2021 and ending December 31, 2023.Effective July 5, 2022, the Compensation Committee of Coterra's Board of Directors terminated the performance period and certified that the performance criteria were met, resulting in the conversion of each performance share into one share of Coterra common stock.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.