Edgar Filing: CHESAPEAKE ENERGY CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â SOUTHEASTERN ASSET MANAGEMENT INC/TN/

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2012

3. Issuer Name and Ticker or Trading Symbol
CHESAPEAKE ENERGY CORP [CHK]

(Last)

(First)

(Middle)

6410 POPLAR AVENUE,Â SUITE 900

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MEMPHIS,Â TNÂ 38119

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	87,455,895	I	Voting and/or investment discretion per investment advisory contracts

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
5.75% Cumulative Non-Voting Convertible Preferred Stock	Â ⁽¹⁾	12/31/2049	Common Stock	2,719,256 ⁽²⁾	$ ⁽²⁾	I	Investment discretion per investment advisory contracts
5.75% Cumulative Non-Voting Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	12/31/2049	Common Stock	1,849,942 ⁽⁵⁾	$ ⁽⁵⁾	I	Investment discretion per investment advisory contracts

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SOUTHEASTERN ASSET MANAGEMENT INC/TN/ 6410 POPLAR AVENUE SUITE 900 MEMPHIS,Â TNÂ 38119	Â	Â X	Â	Â

Signatures

/s/ Andrew R. McCarroll, General Counsel, Southeastern Asset Management, Inc.		05/22/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Each share of 5.75% Non-Voting Convertible Preferred Stock is convertible at any time at the option of the holder into approximately 37.037 Common Shares of Chesapeake which is based on an initial conversion price of $27.00 per Common Share, subject to certain adjustments.
(2)	As of the date of this Form 3, Southeastern holds 73,420 shares of 5.75% Cumulative Non-Voting Convertible Preferred Stock. Each Preferred Share is convertible into 37.037 Common Shares of Chesapeake. The number of Common Shares issuable upon conversion of the Preferred Shares is subject to customary adjustment as set forth in the Certificate of Designations.
(3)	5.75% Cumulative Non-Voting Convertible Preferred Stock (Series A)
(4)	Each share of 5.75% Cumulative Non-Voting Convertible Preferred Stock (Series A) is convertible at any time at the option of the holder into approximately 35.7961 Common Shares of Chesapeake which is based on an initial conversion price of $27.94 per Common Share, subject to certain adjustments.
(5)	As of the date of this Form 3, Southeastern holds 51,680 shares of 5.75% Cumulative Non-Voting Convertible Preferred Stock (Series A). Each Preferred Share is convertible into 35.7961 Common Shares of Chesapeake. The number of Common Shares issuable upon conversion of the Preferred Shares is subject to customary adjustments as set forth in the Certificate of Designations.
Â Remarks: SoutheasternÂ AssetÂ Management,Â Inc.Â ("Southeastern")Â doesÂ notÂ haveÂ aÂ pecuniaryÂ interestÂ inÂ theÂ securities. AsÂ aÂ resultÂ ofÂ aÂ conversionÂ fromÂ ScheduleÂ 13GÂ toÂ ScheduleÂ 13DÂ filing,Â SoutheasternÂ mayÂ nowÂ beÂ deemedÂ aÂ "beneficialÂ owner"Â ofÂ moreÂ thanÂ 10%Â ofÂ theÂ company'sÂ commonÂ stockÂ forÂ SectionÂ 16Â purposes,Â underÂ RuleÂ 16a-1(a)(1).Â Â AsÂ permittedÂ byÂ RuleÂ 16a-1,Â thisÂ FormÂ 3Â shallÂ notÂ beÂ deemedÂ anÂ admissionÂ thatÂ SoutheasternÂ isÂ aÂ beneficialÂ ownerÂ ofÂ moreÂ thanÂ 10%Â ofÂ theÂ company'sÂ commonÂ stockÂ forÂ SectionÂ 16Â purposes.

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