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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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
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