SEC FORM 3 SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
CP VI Eagle Holdings, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W. SUITE 220 S

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2019
3. Issuer Name and Ticker or Trading Symbol
CHESAPEAKE ENERGY CORP [ CHK ]
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 of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 172,897,387 I See footnotes(1)(2)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
CP VI Eagle Holdings, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W. SUITE 220 S

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Group Management L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Group L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings I GP Inc.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings I GP Sub L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings I L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group, LLC

(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group Sub L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group VI S1, L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group VI S1, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
Explanation of Responses:
1. CP VI Eagle Holdings, L.P. is the record holder of the shares of Common Stock reported herein.
2. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VI S1, L.L.C., which is the general partner of TC Group VI S1, L.P., which is the general partner of CP VI Eagle Holdings, L.P.
Remarks:
Exhibit 24 - Power of Attorney.
Carlyle Group Management L.L.C., By: /s/ Daniel A. D'Aniello, Chairman Emeritus 02/11/2019
The Carlyle Group L.P., By: Carlyle Group Management L.L.C., its general partner, By: /s/ Daniel A. D'Aniello, Chairman Emeritus 02/11/2019
Carlyle Holdings I GP Inc., By: The Carlyle Group L.P., its sole shareholder, By: Carlyle Group Management L.L.C., its general partner, By: /s/ Daniel A. D'Aniello, Chairman Emeritus 02/11/2019
Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its managing member, By: The Carlyle Group L.P., its sole shareholder, By: Carlyle Group Management L.L.C., its general partner, By: /s/ Daniel A. D'Aniello, Chairman Emeritus 02/11/2019
Carlyle Holdings I L.P., By: /s/ Daniel A. D'Aniello, Chairman Emeritus 02/11/2019
TC Group, L.L.C., By: Carlyle Holdings I L.P., its managing member, By: /s/ Daniel A. D'Aniello, Chairman Emeritus 02/11/2019
TC Group Sub L.P., By: TC Group, L.L.C., its general partner, By: Carlyle Holdings I L.P., its managing member, By: /s/ Daniel A. D'Aniello, Chairman Emeritus 02/11/2019
TC Group VI S1, L.L.C., By: /s/ Daniel A. D'Aniello, Authorized Person 02/11/2019
TC Group VI S1, L.P., By: /s/ Daniel A. D'Aniello, Authorized Person 02/11/2019
CP VI Eagle Holdings, L.P., By: TC Group VI S1, L.P., its general partner, By: /s/ Daniel A. D'Aniello, Authorized Person 02/11/2019
** Signature of Reporting Person Date
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 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).
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.
                               POWER OF ATTORNEY

    The undersigned understands that, from time to time, the Carlyle Companies
(defined below) are required to prepare, execute and file certain federal and
state securities laws filings.

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jeffrey Ferguson, Catherine Ziobro, Joanne Cosiol, Anne
Frederick, Jeremy Anderson, Erica Herberg, Michelle Reing, Kevin Gasque, Joshua
Lefkowitz, Aditya Narain, Norma Kuntz, Venu Rathi, Karen McMonagle or any of
them signing singly, and with full power of substitution, the undersigned's true
and lawful attorney-in-fact to:

    (1)    prepare, execute in the name of each Carlyle Company and on
           behalf of each Carlyle Company, and submit to the U.S. Securities and
           Exchange Commission (the "SEC") a Form ID, including amendments
           thereto, and any other documents necessary or appropriate to obtain
           codes and passwords enabling the undersigned to make electronic
           filings with the SEC of Forms D ("Form D") required to be filed in
           accordance with Rule 503 ("Rule 503") promulgated with respect to
           Sections 4(2), 4(6) and 3(b) of the Securities Act of 1933 (the "1933
           Act") and reports required by Sections 13(d) and 16(a) of the
           Securities Exchange Act of 1934 (the "1934 Act")
 or any rule or
           regulation of the SEC;

    (2)    prepare and execute for and on behalf of each Carlyle
           Company, in the undersigned's capacity as a Chairman, authorized
           person, officer and/or director of each Carlyle Company, federal and
           state securities laws filings including without limitation Forms D
           pursuant to Rule 503 and Schedules 13D and 13G and Forms 3, 4, and 5
           in accordance with Sections 13(d) and 16(a) of the 1934 Act and the
           rules thereunder;

    (3)    do and perform any and all acts for and on behalf of each
           Carlyle Company which may be necessary or desirable to complete and
           execute any such federal and state securities laws filings including
           without limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and
           5, complete and execute any amendment or amendments thereto, and
           timely file such form with the SEC and the securities administrators
           of any state, the District of Columbia, the Commonwealth of Puerto
           Rico, Guam and the United States Virgin Islands or their designees
           and any stock exchange or similar authority; and

    (4)    take any other action of any type whatsoever in connection
           with the foregoing which, in the opinion of such attorney-in-fact,
           may be of benefit to, in the best interest of, or legally required
           by, the undersigned, it being understood that the documents executed
           by such attorney-in-fact on behalf of the undersigned pursuant to
           this Power of Attorney shall be in such form and shall contain such
           terms and conditions as such attorney-in-fact may approve in such
           attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted, whether the same needs to be executed, taken or done by him in his
capacity as a current or former member, partner, shareholder, director or
officer of any company, partnership, corporation, organization, firm, branch or
other entity connected with, related to or affiliated with any of the entities
constituting the Carlyle Companies or entities that directly or indirectly hold
interests in the Carlyle Companies.

    The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with federal and state
securities laws, including without limitation Rule 503 of the 1933 Act or
Section 13 and Section 16 of the 1934 Act.

    This Power of Attorney and all authority conferred hereby shall not be
terminated by operation of law, whether by the death or incapacity of the
undersigned or by occurrence of any other event.  Actions taken by an attorney-
in-fact pursuant to this Power of Attorney shall be as valid as if any event
described in the preceding sentence had not occurred, whether or not the
attorney-in-fact shall have received notice of such event.  Notwithstanding the
foregoing, (i) in the event that an attorney-in-fact is no longer employed by
The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney
and all authority conferred hereby shall be immediately terminated with respect
to such Attorney, and (ii) the undersigned may terminate or revoke this Power of
Attorney at any time.

    For purposes hereof, the "Carlyle Companies" shall consist of:  (i) Carlyle
Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP Inc.,
Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., Carlyle Holdings II
GP L.L.C., Carlyle Holdings II L.P., Carlyle Holdings III GP Management L.L.C.,
Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub L.L.C., Carlyle
Holdings III L.P., TC Group Sub L.P., TC Group Investment Holdings Sub L.P., TC
Group Cayman Investment Holdings Sub L.P., TC Group Cayman Sub L.P. and (ii) the
subsidiaries and affiliates of the foregoing in clause (i), including without
limitation investment funds sponsored directly or indirectly by one or more of
the Carlyle Companies.

                            [Signature Page Follows]


    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11th day of February, 2019.


                                      By: /s/ Curtis L. Buser
                                          -----------------------
                                      Name: Curtis L. Buser
                                      Title: Chief Financial Officer