8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2010

CHESAPEAKE ENERGY CORPORATION

(Exact name of Registrant as specified in its Charter)

Oklahoma	1-13726	73-1395733
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

6100 North Western Avenue, Oklahoma City, Oklahoma	73118
(Address of principal executive offices)	(Zip Code)

(405) 848-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

*           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

*           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

*           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

*           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

On May 3, 2010, Chesapeake Energy Corporation (the “Company”) caused the conversion of all 5,000 shares of its 5.00% Cumulative Convertible Preferred Stock (Series 2005), par value $0.01 per share, into 20,774 shares of common stock, par value $0.01 per share, pursuant to the Company's mandatory conversion right.  The issuance of the shares of common stock upon conversion was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 3(a)(9) under the Securities Act.  This exemption applies to any security exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given d irectly or indirectly for soliciting such exchange.

On May 12, 2010, the Company entered into a purchase agreement with an initial purchaser to issue and sell in a private placement 600,000 shares of its 5.75% cumulative non-voting convertible preferred stock (Series A), par value $.01 per share and liquidation preference of $1,000 per share (the "Series A Preferred Stock").  The Series A Preferred Stock will be sold at a price of $1,000 per share, or $600 million in the aggregate.  The Company expects to receive net proceeds of approximately $594 million from this sale of its Series A Preferred Stock.  The issuance and sale of these shares of Series A Preferred Stock is exempt from registration under the Securities Act pursuant to Section 4 (2) of such Act as a transaction not involving any public offering.  The initial purchaser will offer and sell the shares acquired in accordance with Rule 144A and Regulation S of the Securities Act.  This private placement, which is subject to customary closing conditions, is scheduled to close on May 17, 2010.

On May 13, 2010, the Company entered into a purchase agreement with an initial purchaser to issue and sell in a private placement 500,000 additional shares of Series A Preferred Stock.  The Series A Preferred Stock will be sold at a price of $1,005 per share, or $502.5 million in the aggregate.  The Company expects to receive net proceeds of approximately $497 million from this sale of its Series A Preferred Stock.  The issuance and sale of these shares of Series A Preferred Stock is exempt from registration under the Securities Act pursuant to Section 4(2) of such Act as a transaction not involving any public offering.  The initial purchaser will offer and sell the shares acquire d in accordance with Rule 144A and Regulation S of the Securities Act.  This private placement, which is subject to customary closing conditions, is scheduled to close on May 17, 2010.

The terms, rights, obligations and preferences of the Series A Preferred Stock will be set forth in a Certificate of Designations. Dividends on the Series A Preferred Stock will be payable, on a cumulative basis, as and if declared by the Board of Directors of the Company, in cash, at the rate per annum of 5.75% of the $1,000 liquidation preference. Declared dividends on the Series A Preferred Stock will be payable quarterly, in arrears, on each February 15, May 15, August 15 and November 15, commencing on August 15, 2010. The Company is prohibited from paying any dividend with respect to shares of our common stock or other junior securities or repurchasing or redeeming any shares of common stock or other junior securit ies in any quarter unless full dividends are paid on the Series A Preferred Stock in such quarter.

The Company will not be permitted to redeem shares of the Series A Preferred Stock. Each share of the Series A Preferred Stock may be converted at any time, at the option of the holder, into approximately 35.7961 shares of the Company's common stock (which is calculated using an initial conversion price of $27.94 per share of common stock) plus cash in lieu of fractional shares, subject to adjustment based on the conversion price.  The conversion price is subject to adjustment upon the occurrence of certain customary events. On or after May 17, 2015, the Company may, at its option, cause the Series A Preferred Stock to be automatically converted into that number of shares of our common stock that are issuable at the then prevailing conversion price. The Company may exercise this conversion right if, for 20 trading days within any period of 30 consecutive trading days (including the last trading day of such period), the closing price of our common stock exceeds 130% of the then prevailing conversion price of the Series A Preferred Stock. If a fundamental change occurs the Company may be required to pay a make-whole premium on the Series A Preferred Stock converted in connection with the fundamental change. The make-whole premium will be payable in shares of our common stock or the consideration into which our common stock has been converted or exchanged in connection with the fundamental change. The amount of the make-whole premium, if any, will be based on the price of our common stock and the effective date of the fundamental change.

In Items 2 and 5 of Part II of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, we disclosed a preferred stock private placement with Asian investors and an option for them to acquire additional shares.  The description of an amendment to such option appearing below in Item 8.01 is incorporated herein by reference.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On May 11, 2010, the Company issued a press release announcing that it had received a national fleet award for its innovative CNG conversion program.  The press release is attached herewith as Exhibit 99.1.

Section 8 – Other Events

Item 8.01 Other Events.

As previously disclosed, on May 7, 2010, the Company entered into securities purchase agreements with each of Maju Investments (Mauritius) Pte Ltd, an affiliate of Temasek Holdings (Private) Limited, and Hampton Asset Holding Ltd, an affiliate of HOPU Investment Management Co., Ltd, referred to herein as the "Asian purchasers,"  pursuant to which the Asian purchasers collectively agreed to buy, in a direct private placement, 600,000 shares of the Company's 5.75% cumulative non-voting preferred stock (the "5.75% Preferred Stock"), for an aggregate price of $600 million (representing a purchase price of $1,000 per share).  These private placements, which are subject to customary closing conditions, are scheduled to close on May 17, 2010.  The Company also entered into letter agreements with the Asian purchasers pursuant to which the Company granted them an option valid through June 9, 2010 to acquire from the Company and place up to 500,000 additional shares of the 5.75% Preferred Stock, which will be offered to certain non-U.S. institutional investors at a purchase price of $1,000 per share.  The 5.75% Preferred Stock to be sold to the Asian investors, including pursuant to the option, is a different series of preferred stock from the Series A Preferred Stock referenced in the first paragraph of this Item 8.01.

On May 13, 2010, the Company agreed with the Asian purchasers to extend their placement option through June 16, 2010 and to increase the number of shares of 5.75% Preferred Stock that they may place by an additional 400,000 shares.  Such 400,000 additional shares will be priced based on the then-current market price of the Company's common stock but will have a conversion price of not less than $27.00 per share.

On May 12, 2010, the Company issued a press release announcing the May 12, 2010 private placement of 600,000 shares of the Series A Preferred Stock to institutional investors in North America, which is attached herewith as Exhibit 99.2.

On May 13, 2010, the Company issued a press release announcing the May 13, 2010 private placement of 500,000 shares of the Series A Preferred Stock to institutional investors in North America and the amended placement option for the 5.75% Preferred Stock with the Asian purchasers, which is attached herewith as Exhibit 99.3.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.  See "Index to Exhibits" attached to this Current Report on Form 8-K, which is incorporated by reference herein.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHESAPEAKE ENERGY CORPORATION
By:	/s/ JENNIFER M. GRIGSBY
	Jennifer M. Grigsby
	Senior Vice President, Treasurer and Corporate Secretary

Date:           May 14, 2010

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Chesapeake Energy Corporation press release dated May 11, 2010 – National Fleet Award
99.2	Chesapeake Energy Corporation press release dated May 12, 2010 – Private Placement of 600,000 shares of 5.75% Cumulative Non-Voting Convertible Preferred Stock (Series A)
99.2	Chesapeake Energy Corporation press release dated May 13, 2010 – Private Placement of 500,000 shares of 5.75% Cumulative Non-Voting Convertible Preferred Stock (Series A) and amendment to placement option with Asian purchasers

EX-99.1

Exhibit 99.1

    N e w s   R e l e a s e   Chesapeake Energy Corporation P. O. Box 18496 Oklahoma City, OK  73154

FOR IMMEDIATE RELEASE

May 11, 2010

CONTACTS:

TAYLOR N. SHINN DIRECTOR – CORPORATE DEVELOPMENT (405) 935-3115 taylor.shinn@chk.com JIM GIPSON DIRECTOR – MEDIA RELATIONS (405) 935-1310 jim.gipson@chk.com

CHESAPEAKE ENERGY CORPORATION RECEIVES NATIONAL FLEET AWARD

FOR INNOVATIVE CNG CONVERSION PROGRAM

Initiative Reduces Energy Consumption, Lowers Carbon Emissions;

Promotes Growth in CNG Vehicle Use and Market

OKLAHOMA CITY, OKLAHOMA, May 11, 2010 – Chesapeake Energy Corporation (NYSE:CHK) was recognized by the NAFA Fleet Management Association (NAFA) for its environmental leadership when it was awarded the 2010 Sustainable Fleet Award.  Presented by NAFA during its annual Institute & Expo held in Detroit, Michigan, the award recognized Chesapeake’s program to convert its light-duty truck fleet to operate on clean-burning American natural gas.

An international competition, NAFA’s Sustainable Fleet Award recognizes ground-breaking fleet programs for reducing energy consumption, lowering carbon emissions and reducing operating expenses. Chesapeake was recognized in the Sedan/Light-Duty – Non-Mandated Clean Air Category, highlighting Sedans/light-duty fleets located in areas of the U.S. or Canada that are not covered by a government mandate to reduce carbon emissions.

The Sustainable Fleet Award was presented by NAFA’s Treasurer, Bryan Flansburg, who directs the association’s Fuels & Technology Advisory Council, and was accepted by Anthony Foster, Chesapeake’s Fleet Operations Manager. “It is a privilege to accept this award on behalf of Chesapeake and our NGV Team. As Fleet Managers, we want to have a positive impact on the communities where we operate. Converting our company fleet to run on clean, American natural gas is one way we can have a positive impact because CNG is good for both the environment and economy,” said Foster.

“Chesapeake Energy has been at the forefront of the growing CNG movement in America,” said NAFA Executive Director Phillip E. Russo.  “The company’s robust CNG fleet conversion program is part of a bigger initiative to adopt sustainable practices within its company fleet operations.  NAFA is proud to recognize Chesapeake Energy for its efforts.”

Aubrey K. McClendon, Chesapeake’s Chief Executive Officer, commented, “We appreciate this recognition by NAFA of our NGV program, which was implemented as we convert our entire fleet to run on CNG as part of our corporate ‘Fueling America’s Future Initiative’. Our country enjoys a significant competitive advantage when it comes to addressing economic, environmental and energy issues from the discovery and development of a once unimaginable supply of natural gas. Without question, natural gas will allow our country to transition our transportation system away from expensive and carbon-heavy gasoline and diesel towards carbon-light, affordable American produced natural gas.  At Chesapeake, we always try to lead by example, encourage innovation and invest in the greater use of natural gas, which we know is a superior fuel for transportation, power generation and industrial usage.”

CNG has 30% less carbon dioxide, 97% less carbon monoxide, 99% less Particulate Matter, and 100% less evaporative emissions than gasoline.  CNG costs approximately 50% less per gallon than gasoline and diesel.

Chesapeake will convert 1,000 trucks within its corporate fleet in the next 12-18 months with plans to convert the entire fleet of 3,300 over the next 3-4 years. Through the fleet conversion, Chesapeake will enable local fuel retailers to add CNG pumps to existing facilities or build new CNG stations that will provide public fueling for the community as well as access for Chesapeake’s fleet.   As a result of the first phase of this program, nine public CNG stations will be built this year in Oklahoma and two in Arkansas.   The company plans to expand the program to its other operating regions throughout the country over the next four years.

Chesapeake Energy Corporation is one of the largest producers of natural gas and the most active driller of new wells in the U.S. Headquartered in Oklahoma City, the company's operations are focused on discovering and developing unconventional natural gas and oil fields onshore in the U.S. Chesapeake owns leading positions in the Barnett, Fayetteville, Haynesville, Marcellus and Bossier natural gas shale plays and in the Eagle Ford, Granite Wash and various other unconventional oil plays.  The company has also vertically integrated its operations and owns substantial midstream, compression, drilling and oilfield service assets. Further information is available at www.chk.com.

NAFA is the world’s premier non-profit association for professionals who manage fleets of sedans, public safety vehicles, trucks, and buses of all types and sizes, and a wide range of military and off-road equipment for organizations across the globe.   NAFA is the association for the diverse vehicle fleet management profession regardless of organizational type, geographic location or fleet composition. NAFA’s Full and Associate Members are responsible for the specification, acquisition, maintenance and repair, fueling, risk management, and remarketing of more than 3.5 million vehicles including in excess of 1.1 million trucks of which 350 thousand are medium- and heavy-duty trucks.  For more information visit http://www .nafa.org

EX-99.2

Exhibit 99.2

  N e w s   R e l e a s e Chesapeake Energy Corporation P. O. Box 18496 Oklahoma City, OK  73154

FOR IMMEDIATE RELEASE

MAY 12, 2010

INVESTOR CONTACTS:	MEDIA CONTACT:
JEFFREY L. MOBLEY, CFA (405) 767-4763 jeff.mobley@chk.com JOHN J. KILGALLON (405) 935-4441 john.kilgallon@chk.com	JIM GIPSON  (405) 935-1310 jim.gipson@chk.com

CHESAPEAKE ENERGY CORPORATION ANNOUNCES PRIVATE PLACEMENT

OF $600 MILLION OF 5.75% CUMULATIVE NON-VOTING CONVERTIBLE

PREFERRED STOCK WITH INVESTORS IN NORTH AMERICA

OKLAHOMA CITY, OKLAHOMA, MAY 12, 2010 – Chesapeake Energy Corporation (NYSE:CHK) today announced it has privately placed with qualified institutional buyers in North America $600 million of a new series of Chesapeake 5.75% cumulative non-voting convertible preferred stock (Series A) with a liquidation preference of $1,000 per share.  The closing of the placement is scheduled for May 17, 2010 and is subject to customary conditions.  The Series A placement is separate from and in addition to the preferred stock that is the subject of the purchase agreements and option to purchase with investors in Asia announced on May 10, 2010.  Chesapeake will use the net proceeds from the placement to repay senior indebtedness.

The annual dividend on each share of preferred stock is $57.50 and is payable quarterly when, as and if declared by the company, in cash, in arrears on each February 15, May 15, August 15 and November 15, commencing August 15, 2010.  The preferred stock is not redeemable.  Each share of preferred stock will be convertible at any time at the option of the holder into approximately 35.7961 shares of Chesapeake common stock, which is based on an initial conversion price of $27.94 per common share.  The conversion price is subject to customary adjustments in certain circumstances.  The preferred stock will be subject to mandatory conversion after May 17, 2015 into Chesapeake common stock, at the option of the company, if the closing price of Chesapeake's common stock exceeds 130% of the conversion pr ice for 20 trading days during any consecutive 30 trading day period.

The preferred stock being sold by Chesapeake and the underlying common stock issuable upon conversion will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the preferred stock, the underlying common stock, or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the preferred stock, the underlying common stock or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including the anticipated closing and the expected use of proceeds.  Forward-looking statements give our current expectations of future events.  Although we believe our forward-looking statements are reasonable, they can be affected by inaccurate assumptions or by known or unknown risks and uncertainties, and actual results may differ from the expectations expressed.

Chesapeake Energy Corporation is one of the largest producers of natural gas and the most active driller of new wells in the U.S.  Headquartered in Oklahoma City, the company's operations are focused on discovering and developing unconventional natural gas and oil fields onshore in the U.S. Chesapeake owns leading positions in the Barnett, Fayetteville, Haynesville, Marcellus and Bossier natural gas shale plays and in the Eagle Ford, Granite Wash and various other unconventional oil plays. The company has also vertically integrated its operations and owns substantial midstream, compression, drilling and oilfield service assets. Further information is available at www.chk. com.

EX-99.3

Exhibit 99.3

  N e w s   R e l e a s e Chesapeake Energy Corporation P. O. Box 18496 Oklahoma City, OK  73154

FOR IMMEDIATE RELEASE

MAY 13, 2010

INVESTOR CONTACTS:	MEDIA CONTACT:
JEFFREY L. MOBLEY, CFA (405) 767-4763 jeff.mobley@chk.com JOHN J. KILGALLON (405) 935-4441 john.kilgallon@chk.com	JIM GIPSON  (405) 935-1310 jim.gipson@chk.com

CHESAPEAKE ENERGY CORPORATION ANNOUNCES PRIVATE PLACEMENT

OF $500 MILLION OF 5.75% CUMULATIVE NON-VOTING

CONVERTIBLE PREFERRED STOCK

OKLAHOMA CITY, OKLAHOMA, MAY 13, 2010 – Chesapeake Energy Corporation (NYSE:CHK) today announced it has privately placed with qualified institutional buyers in North America an additional 500,000 shares of Chesapeake 5.75% cumulative non-voting convertible preferred stock (Series A).  The preferred stock, which has a liquidation preference of $1,000 per share, was sold for $1,005.00 per share.  The closing of the placement is scheduled for May 17, 2010 and is subject to customary conditions.  The preferred stock issued in this private placement is the same series as the Series A preferred stock offered in the private placement that was announced yesterday, May 12, 2010, but is not the same series as the 5.75% cumulative non-voting convertible preferred stock that is the subject of the purchase agreem ents and option to purchase with investors in Asia announced on May 10, 2010.  That option was amended to: (i) cover a total of 900,000 shares of our 5.75% cumulative non-voting convertible preferred stock (an increase of 400,000 shares); (ii) provide for the conversion price of the additional 400,000 shares to be determined based on prevailing market prices at the time the option is exercised but not less than $27.00 per share; and (iii) extend the expiration date of the option to June 16, 2010.  Chesapeake will use the net proceeds from each of the placements to repay senior indebtedness.

The annual dividend on each share of preferred stock is $57.50 and is payable quarterly when, as and if declared by the company, in cash, in arrears on each February 15, May 15, August 15 and November 15, commencing August 15, 2010.  The preferred stock is not redeemable.  Each share of preferred stock will be convertible at any time at the option of the holder into approximately 35.7961 shares of Chesapeake common stock, which is based on an initial conversion price of $27.94 per common share.  The conversion price is subject to customary adjustments in certain circumstances.  The preferred stock will be subject to mandatory conversion on or after May 17, 2015 into Chesapeake common stock, at the option of the company, if the closing price of Chesapeake's common stock exceeds 130% of the convers ion price for 20 trading days during any consecutive 30 trading day period.

The preferred stock being sold by Chesapeake and the underlying common stock issuable upon conversion will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the preferred stock, the underlying common stock, or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the preferred stock, the underlying common stock or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including the anticipated closing and the expected use of proceeds.  Forward-looking statements give our current expectations of future events.  Although we believe our forward-looking statements are reasonable, they can be affected by inaccurate assumptions or by known or unknown risks and uncertainties, and actual results may differ from the expectations expressed.

Chesapeake Energy Corporation is one of the largest producers of natural gas and the most active driller of new wells in the U.S.  Headquartered in Oklahoma City, the company's operations are focused on discovering and developing unconventional natural gas and oil fields onshore in the U.S. Chesapeake owns leading positions in the Barnett, Fayetteville, Haynesville, Marcellus and Bossier natural gas shale plays and in the Eagle Ford, Granite Wash and various other unconventional oil plays. The company has also vertically integrated its operations and owns substantial midstream, compression, drilling and oilfield service assets. Further information is available at www.chk. com.