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    SEC Form SC 13D/A filed by Cimarex Energy Co (Amendment)

    7/8/21 5:22:54 PM ET
    $XEC
    Oil & Gas Production
    Energy
    Get the next $XEC alert in real time by email
    SC 13D/A 1 p21-1732sc13da.htm CIMAREX ENERGY CO.
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
    SCHEDULE 13D/A
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 1)*
     

    Cimarex Energy Co.

    (Name of Issuer)
     

    Common Stock, par value $0.01 per share

    (Title of Class of Securities)
     

    171798101

    (CUSIP Number)
     
    Robert Atchinson
    Adage Capital Partners GP, L.L.C.
    200 Clarendon Street, 52nd Floor
    Boston, MA 02116

    (617) 867-2800

    (Name, Address and Telephone Number of Person
    Authorized to Receive Notices and Communications)
     

    July 6, 2021

    (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

    (Page 1 of 9 Pages)

    ______________________________

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

    CUSIP No. 171798101SCHEDULE 13D/APage 2 of 9 Pages

     

    1

    NAME OF REPORTING PERSON

    Adage Capital Partners, L.P.

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) ¨

    3 SEC USE ONLY
    4

    SOURCE OF FUNDS

    WC

    5

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS    REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 

    ¨
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7

    SOLE VOTING POWER

    -0-

    8

    SHARED VOTING POWER

    6,761,192

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    6,761,192

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    6,761,192

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    6.58%

    14

    TYPE OF REPORTING PERSON

    PN

             

     

    CUSIP No. 171798101SCHEDULE 13D/APage 3 of 9 Pages

     

     

    1

    NAME OF REPORTING PERSON

    Adage Capital Partners GP, L.L.C.

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) ¨

    3 SEC USE ONLY
    4

    SOURCE OF FUNDS

    AF

    5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS    REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7

    SOLE VOTING POWER

    -0-

    8

    SHARED VOTING POWER

    6,761,192

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    6,761,192

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    6,761,192

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    6.58%

    14

    TYPE OF REPORTING PERSON

    OO

             

     

    CUSIP No. 171798101SCHEDULE 13D/APage 4 of 9 Pages

     

     

    1

    NAME OF REPORTING PERSON

    Adage Capital Advisors, L.L.C.

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) ¨

    3 SEC USE ONLY
    4

    SOURCE OF FUNDS

    AF

    5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS    REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7

    SOLE VOTING POWER

    -0-

    8

    SHARED VOTING POWER

    6,761,192

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    6,761,192

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    6,761,192

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    6.58%

    14

    TYPE OF REPORTING PERSON

    OO

             

     

    CUSIP No. 171798101SCHEDULE 13D/APage 5 of 9 Pages

     

     

    1

    NAME OF REPORTING PERSON

    Robert Atchinson

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) ¨

    3 SEC USE ONLY
    4

    SOURCE OF FUNDS

    AF

    5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS    REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

    United States

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7

    SOLE VOTING POWER

    -0-

    8

    SHARED VOTING POWER

    6,761,192

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    6,761,192

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    6,761,192

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    6.58%

    14

    TYPE OF REPORTING PERSON

    IN

             

     

    CUSIP No. 171798101SCHEDULE 13D/APage 6 of 9 Pages

     

    1

    NAME OF REPORTING PERSON

    Phillip Gross

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) ¨

    3 SEC USE ONLY
    4

    SOURCE OF FUNDS

    AF

    5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS    REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

    United States

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7

    SOLE VOTING POWER

    -0-

    8

    SHARED VOTING POWER

    6,761,192

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    6,761,192

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    6,761,192

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    6.58%

    14

    TYPE OF REPORTING PERSON

    IN

             

     

     

    CUSIP No. 171798101SCHEDULE 13D/APage 7 of 9 Pages

    This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 14, 2021 (the “Original Schedule 13D” and together with this Amendment No. 1, the “Schedule 13D”) with respect to the shares of Common Stock, $0.01 par value per share (the “Common Stock”), of Cimarex Energy Co., a Delaware corporation (the “Issuer”). This Amendment No. 1 amends Items 3 and 5 as set forth below.

       
    Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
      Item 3 of the Schedule 13D is hereby amended and restated as follows:
     

     

    Funds for the purchase of the 6,761,192 shares of Common Stock to which this Schedule 13D relates were derived from working capital of ACP made in the ordinary course of business. A total of $447,516,415.63 was paid to acquire the 6,761,192 shares of Common Stock reported herein. ACPGP, ACA and Messrs. Atchinson or Gross control the investing and trading in securities of ACP. None of ACPGP, ACA or Messrs. Atchinson or Gross directly hold any shares of Common Stock.

     

     

    Item 5. INTEREST IN SECURITIES OF THE ISSUER
      Item 5 of the Schedule 13D is hereby amended and restated as follows:
    (a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons.  The percentages used in this Schedule 13D are calculated based upon 102,825,296 shares of Common Stock outstanding on May 21, 2021, as disclosed in the Merger Agreement attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2021.
       
    (b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
       
    (c) The transactions in the shares of Common Stock since the filing of the Original schedule 13D by ACP, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference. The other Reporting Persons did not enter into any transactions in the shares of Common Stock since the filing of the Original schedule 13D.
       
    (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock.
       
    (e) Not applicable.

     

    CUSIP No. 171798101SCHEDULE 13D/APage 8 of 9 Pages

     

       

     

    SIGNATURES

    After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

    Date: July 8, 2021

     

       
       
    ADAGE CAPITAL PARTNERS, L.P.  
    By:  Adage Capital Partners GP, L.L.C.,  
    its general partner  
       
    By:  Adage Capital Advisors, L.L.C.,  
    its managing member  
       
    /s/ Robert Atchinson  
    Name:  Robert Atchinson  
    Title: Managing Member  
       
    ADAGE CAPITAL PARTNERS GP, L.L.C.  
    By:  Adage Capital Advisors, L.L.C.,  
    its managing member  
       
    /s/ Robert Atchinson  
    Name:  Robert Atchinson  
    Title: Managing Member  
       
    ADAGE CAPITAL ADVISORS, L.L.C.  
       
    /s/ Robert Atchinson  
    Name:  Robert Atchinson  
    Title: Managing Member  
       
    /s/ Robert Atchinson  
    ROBERT ATCHINSON, individually  
       
    /s/ Phillip Gross  
    PHILLIP GROSS, individually  

     

    CUSIP No. 171798101SCHEDULE 13D/APage 9 of 9 Pages

    Schedule A

    This Schedule sets forth information with respect to each purchase and sale of shares of Common Stock which were effectuated by ACP since the filing of the Original schedule 13D. All transactions were effectuated in the open market through a broker. The price reported in the column Price Per Share ($) is a weighted average price if a price range is indicated in the column Price Range ($). These shares of Common Stock were purchased/sold in multiple transactions at prices between the price ranges below. The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price.

     

    Trade Date Shares Purchased (Sold) Price Per Share ($)* Price Range ($)*
    06/15/2021 110,000 69.7072 69.6224-70.2650
    06/16/2021 100,000 69.8028 69.8013-69.9078
    06/17/2021 100,000 65.8274 65.8196-65.8316
    06/18/2021 100,000 64.8239 64.8220-64.8314
    06/24/2021 100,000 71.2671  
    06/25/2021 11,849 70.4588  
    06/28/2021 88,151 70.2941 69.8714-70.3317
    06/29/2021 12,798 71.3224  
    06/30/2021 87,202 71.5367  
    07/01/2021 148,887 74.0417 73.9092-74.1045
    07/02/2021 161,213 73.9894 73.6600-74.1400
    07/06/2021 224,900 71.3615 71.2870-71.8263
    07/07/2021 50,000 70.6363 70.5404-70.7342
    07/08/2021 71,071 70.7651  
    07/08/2021 100,000 72.6256 72.6800-72.8950
           
           

    *       Excluding commissions.

     

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