SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
Chesapeake Energy Corporation
________________________________________________________
(Name of Issuer)
Common Stock
_______________________________________________________
(Title of Class and Securities)
165167107
_______________________________________________________
(CUSIP Number of Class of Securities)
O. Mason Hawkins
Chairman of the Board and C.E.O.
and
Andrew R. McCarroll
Vice President & General Counsel
Southeastern Asset Management, Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN 38119
(901) 761-2474
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 8, 2012
___________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: [X]
CUSIP No. 165167107 13D
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
00: Funds of investment advisory clients
_____________________________________________________________________________
(5) CHECK BOX IF DISCOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
_____________________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 51,938,249 shares
OWNED BY EACH REPORTING PERSON __________________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 31,131,173 shares (Shared)
: 8,955,672 shares (No Vote)
__________________________________________
:(9) SOLE DISPOSITIVE POWER
(Discretionary Accounts)
: 60,893,921 shares
__________________________________________
:(10) SHARED DISPOSITIVE POWER
: 31,131,173 shares (Shared)
: 0 shares (None)
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,025,094 shares
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.9 %
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA
_____________________________________________________________________________
CUSIP No. 165167107 13D
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. XXX-XX-XXXX
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
00: None
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
_____________________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON __________________________________________
WITH :(8) SHARED VOTING POWER
: None
__________________________________________
:(9) SOLE DISPOSITIVE POWER
: None
__________________________________________
:(10) SHARED DISPOSITIVE POWER
: None
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0 %
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
Item 4. Introduction
Southeastern's Schedule 13D's filed May 2 and 7, 2012 are incorporated herein
by reference and are supplemented with the following additional information.
At the 2012 Annual Meeting of Shareholders, Southeastern voted against both
directors up for election, Richard Davidson and Burns Hargis. However, we would
be supportive of Mr. Hargis' resignation not being accepted by the Board until
the Audit Committee, which he chairs, completes the Board review currently
underway. We would anticipate this review being completed as quickly as
possible, although it needs to be handled appropriately. We are hopeful that
this review can be completed in a matter of weeks not months. This timing
change would not impact the election of the three directors we will be
recommending as laid out in the company press release this past Monday.
We applaud this morning's announced sale of the midstream assets. As laid out
in our Schedule 13D dated May 7, 2012, we urged the move not just to
strengthen the balance sheet but also to reduce future capital spending. We
are pleased that the company has moved so quickly to increase its financial
flexibility, and support management's intentions to monetize other meaningful
non-core assets not recognized in today's share price. We believe that
management and the soon-to-be reconstituted board will vigilantly prioritize
and pursue these and other value-creating opportunities.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates is 92,025,094 shares of the common stock of the Issuer,
constituting approximately 13.9% of the 662,343,738 shares outstanding. This
amount includes 4,569,199 in Securities underlying shares in the following
convertible preferred stock:
73,420 shares 5.75% (cusip 165167776)
51,680 shares 5.75% (cusip 165167784)
Common % of outstanding
Shares Common Shares
Held
___________________________________________________________________
Voting Authority
Sole: 51,938,249* 7.8%
Shared: 31,131,173** 4.7%
None: 8,955,672 1.4%
Total 92,025,094 13.9%
*This amount includes 848,602 in Securities underlying shares in convertible
preferred stock.
**Consists of shares owned by Longleaf Partners Fund, a series of Longleaf
Partners Funds Trust, an open-end management investment company registered
under the Investment Company Act of 1940. This amount includes 3,720,597 in
Securities underlying shares in convertible preferred stock.
Dispositive Authority
Sole: 60,893,921* 9.2%
Shared: 31,131,173** 4.7%
None: 0 0.0%
Total 92,025,094 13.9%
*This amount includes 848,602 in Securities underlying shares in convertible
preferred stock.
**Consists of shares owned by Longleaf Partners Fund, a series of Longleaf
Partners Funds Trust, an open-end management investment company registered
under the Investment Company Act of 1940. This amount includes 3,720,597 in
Securities underlying shares in convertible preferred stock.
(b) Southeastern generally has the sole power to dispose of or to
direct the disposition of the Securities held for discretionary accounts of its
investment clients, and may be granted the sole power to vote or direct the
vote of such Securities; such powers may be retained by or shared with the
respective clients for shared or non-discretionary accounts. Shares held by
any Series of Longleaf Partners Funds Trust are reported in the "shared"
category.
(c) Purchase or sale transactions in the Securities during the past
sixty days are disclosed on Schedule II.
(d) The investment advisory clients of Southeastern have the sole
right to receive and, subject to notice, to withdraw the proceeds from the sale
of the Securities, and the sole power to direct the receipt of dividends from
any of the Securities held for their respective accounts. Such clients may
also terminate the investment advisory agreements without penalty upon
appropriate notice. Southeastern does not have an economic interest in any of
the Securities reported herein.
(e) Not applicable.
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 8, 2012
Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________________________
Andrew R. McCarroll
Vice President and General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________________
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Initial Schedule 13D with
respect to the Securities of the Issuer and further agree that this
joint filing agreement be included as an exhibit to this Initial to
Schedule 13D. In evidence thereof, the undersigned hereby execute
this Agreement as of June 8, 2012.
Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________________________
Andrew R. McCarroll
Vice President and General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________________
SCHEDULE II
Transaction Type Date # of Shares Price per Share*
Purchase 04/11/12 54,000 $20.24
Sale 04/23/12 159,392 $17.74
Sale 05/08/12 6,000 $16.73
Sale 05/08/12 4,000 $16.73
Sale 05/08/12 2,000 $16.73
Sale 05/08/12 11,000 $16.73
Sale 05/08/12 11,000 $16.73
Sale 05/08/12 1,000 $16.73
Purchase 05/14/12 627,000 $15.72
Purchase 05/15/12 14,500 $15.04
Sales and purchases by Southeastern clients in the ordinary
course of business on the New York Stock Exchange or
through Electronic Communication Networks (ECNs). In
addition to the above transactions, on April 13, 2012
clients of Southeastern terminating their advisory
relationship removed 179,000 shares from Southeastern's
discretion and on April 25, 2012, a client of Southeastern
added 312,000 shares to Southestern's discretion, which had
been acquired by a transaction manager.
Preferred CUSIP 165167776
Purchase 04/20/12 1,900 $851.22
Purchase 04/20/12 2,000 $851.85
Purchase 04/20/12 300 $851.22
Purchase 04/20/12 500 $851.85
Purchase 04/20/12 5,300 $851.22
Purchase 04/20/12 7,500 $851.85
Purchase 04/20/12 300 $867.50
Purchase 04/27/12 31,000 $843.39
Purchase 05/14/12 3,700 $773.65
Purchase 05/15/12 4,100 $766.53
Purchase 05/15/12 600 $766.53
Purchase 05/15/12 5,700 $766.53
Purchase 05/15/12 2,100 $766.53
Purchase 05/16/12 5,000 $758.17
Purchase 05/16/12 2,000 $751.95
Preferred CUSIP 165167784
Purchase 04/18/12 12,000 $842.92
Purchase 04/19/12 700 $851.92
Purchase 04/19/12 600 $851.93
Purchase 04/19/12 2,400 $851.92
Purchase 04/19/12 11,300 $851.92
Purchase 04/20/12 5,000 $843.16
Purchase 05/14/12 3,550 $781.25
Purchase 05/15/12 100 $765.00
Purchase 05/15/12 300 $767.37
Purchase 05/15/12 100 $765.00
Purchase 05/15/12 300 $767.37
Purchase 05/15/12 300 $765.00
Purchase 05/15/12 1,400 $767.37
Purchase 05/15/12 2,030 $765.00
Purchase 05/15/12 11,600 $767.37
* Net of commissions.
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SCHEDULE 13D - Chesapeake Energy Corporation ("Issuer")
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