SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

HELMERICH HANS

(Last)

(First)

(Middle)

840 GESSNER ROAD, SUITE 1400

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Coterra Energy Inc. [ CTRA ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/30/2022		A4	150	A	$27.26	1,304,895	I	Indirect (Peggy Helmerich QTIP Trust (fka Trustee of Estate of W.H. Helmerich III))
Common Stock	03/30/2022		A4	196	A	$27.26	47,458	D
Common Stock	06/01/2022		A4	5,684⁽¹⁾	A	$0.00	53,142	D
Common Stock							121,145	I	Indirect (Co-Trustee of The Helmerich Trust (fka Co-Trustee of the Helmerich Foundation))
Common Stock							233,699⁽²⁾	I	Indirect (Trustee, 1993 Hans Helmerich Trust)
Common Stock							44,409	I	Indirect (Co-Manager of Helmerich Grandchildren LLC)
Common Stock							31,573⁽³⁾	I	Indirect (Trustee of Family Trust)
Common Stock							40,146	I	Indirect (Saddleridge, LLC)
Common Stock							45,967⁽⁴⁾	I	Indirect (by wife)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents an annual award of restricted stock units as compensation for the reporting person's duties as director, as described in the issuer's 2022 proxy statement, which award is subject to service-based vesting, the restrictions on which lapse on the earlier to occur of (i) the termination of the service as a director other than because of removal or (ii) April 3, 2023.

2. Includes 7,939 shares previously owned directly that were contributed to the 1993 Hans Helmerich Trust. The amount of shares beneficially owned has also been adjusted up by five shares from the previously filed Form 4 to correct for a rounding error in calculating the exchange of securities upon the effectiveness of the merger between Cimarex Energy Co. and Cabot Oil & Gas Corporation on October 1, 2021.

3. The amount of shares beneficially owned has been adjusted down by two shares from the previously filed Form 4 to correct for a rounding error in calculating the exchange of securities upon the effectiveness of the merger between Cimarex Energy Co. and Cabot Oil & Gas Corporation on October 1, 2021.

4. The amount of shares beneficially owned has been adjusted down by one share from the previously filed Form 4 to correct for a rounding error in calculating the exchange of securities upon the effectiveness of the merger between Cimarex Energy Co. and Cabot Oil & Gas Corporation on October 1, 2021.

Remarks:

	Marcus G. Bolinder, Attorney-in-Fact for Hans Helmerich	02/09/2023
	** 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 4 (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).
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