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

    10/12/21 4:15:15 PM ET
    $XEC
    Oil & Gas Production
    Energy
    Get the next $XEC alert in real time by email
    SC 13D/A 1 p21-2293sc13da.htm CIMAREX ENERGY CO.
    SECURITIES AND EXCHANGE COMMISSION  
    Washington, D.C. 20549  
       
    SCHEDULE 13D/A
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 2)*
     

    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)
     

    October 1, 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 10 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 10 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

    -0-

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    -0-

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    -0-

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

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    0%

    14

    TYPE OF REPORTING PERSON

    PN

             

     

    CUSIP No. 171798101SCHEDULE 13D/APage 3 of 10 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

    -0-

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    -0-

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    -0-

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

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    0%

    14

    TYPE OF REPORTING PERSON

    OO

             

     

    CUSIP No. 171798101SCHEDULE 13D/APage 4 of 10 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

    -0-

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    -0-

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    -0-

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

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    0%

    14

    TYPE OF REPORTING PERSON

    OO

             

     

    CUSIP No. 171798101SCHEDULE 13D/APage 5 of 10 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

    -0-

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    -0-

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    -0-

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

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    0%

    14

    TYPE OF REPORTING PERSON

    IN

             

     

    CUSIP No. 171798101SCHEDULE 13D/APage 6 of 10 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

    -0-

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    -0-

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    -0-

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

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    0%

    14

    TYPE OF REPORTING PERSON

    IN

             

     

     

     

    CUSIP No. 171798101SCHEDULE 13D/APage 7 of 10 Pages

     

    This Amendment No. 2 ("Amendment No. 2") 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"), as amended by Amendment No. 1 filed with the SEC on July 8, 2021 ("Amendment No. 1" and together with the Original Schedule 13D and this Amendment No. 2, 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. 2 amends Item 5 as set forth below. This is the final amendment to the Schedule 13D and constitutes an "exiting filing" for the Reporting Persons.

     

    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.  
       
    (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 during the past sixty days by ACP, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference. In addition, on October 1, 2021 ACP disposed of 7,161,946 shares of Common Stock upon the effectiveness of the merger contemplated by the Merger Agreement. At the effective time of such merger, each outstanding share of Common Stock was converted into the right to receive 4.0146 shares of common stock of Cabot Oil & Gas Corporation. The other Reporting Persons did not enter into any transactions in the shares of Common Stock during the past sixty days.
       
    (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) October 1, 2021.
       

     

     

    CUSIP No. 171798101SCHEDULE 13D/APage 8 of 10 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: October 12, 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 10 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 during the past sixty days. 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 ($)* Price Range ($)*
    08/13/2021 (75,000)** 65.3793 65.1871-65.5507
    08/16/2021 78,100 62.5994 62.4774-62.6621
    08/17/2021 (33,908) 63.2755 62.6279-63.5062
    08/18/2021 50,000 60.4437 60.4435-60.4660
    08/18/2021 (12,975) 62.6537  
    08/19/2021 25,000 58.3193  
    08/25/2021 (17,525) 60.4661 60.3248-60.5725
    08/26/2021 (20,000) 60.2733 59.8525-60.6150
    08/27/2021 (10,000) 62.0934 62.0000-62.1575
    08/27/2021 (20,000) 63.4690 63.0333-63.8497
    08/27/2021 50,000 63.8468 63.7670-63.9900
    08/30/2021 (50,000) 64.7330 64.4539-65.1820
    08/31/2021 8,252 63.6262 63.2999-63.6613
    09/01/2021 (25,000) 66.6485 66.2294-66.9012
    09/02/2021 7,793 69.9317 69.9300-69.9400
    09/02/2021 (52,301) 69.9799 69.8650-70.1075
    09/03/2021 (22,699) 70.1161  
    09/03/2021 (75,000) 71.7090 71.5501-71.7884
    09/07/2021 20,410 70.9398  
    09/07/2021 (75,000) 71.3217 71.0200-71.6750
    09/08/2021 79,590 72.4000  
    09/08/2021 (70,000) 72.7818 72.4962-73.2122
    09/08/2021 (5,000) 73.6600  
    09/09/2021 (25,000) 73.6444 73.6150-73.7496
    09/15/2021 8,451 79.5250  
    09/15/2021 (25,000) 79.6500  
    09/17/2021 (50,000) 77.7211 77.4993-77.7900
    09/17/2021 2,139 77.9425  
    09/20/2021 283,618 77.0670 76.3700-77.3521
    09/20/2021 189,937 77.4217 77.3787-77.4499
    09/23/2021 11,000 79.2154  

     

    CUSIP No. 171798101SCHEDULE 13D/APage 10 of 10 Pages

     

    09/24/2021 23,000 81.2754  
    09/24/2021 (50,000) 81.5679 81.2500-81.8650
    09/27/2021 61,973 87.3083  
    09/27/2021 (25,000) 87.4307 87.3079-87.7850
    09/27/2021 (25,000) 88.4247 88.3670-88.5009
    09/28/2021 (75,000) 88.4465 88.3473-88.6448
    09/28/2021 (75,000) 90.1650 89.7771-90.5729
    09/29/2021 (50,000) 88.8401 88.4500-89.1283
    09/29/2021 (50,000) 90.7931 90.6100-90.9421
           
           

    *       Excluding commissions.

    **       Short sale.

     

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