UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

_____________

 

Cenovus Energy Inc.

(Name of Issuer)

 

Common Shares

(Title of Class of Securities)

 

15135U109

(CUSIP Number)

 

Shannon B. Kinney

Deputy General Counsel, Chief Compliance Officer and Corporate Secretary

ConocoPhillips

925 N. Eldridge Parkway

Houston, Texas 77079

Tel No.: (281) 293-1000

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

 

January 4, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

*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. 15135U109 Schedule 13D Page 2 of 5

  

1

name of reporting person

ConocoPhillips

2

check the appropriate box if a member of a group 

(a)    ¨

(b)    ¨

3 sec use only
4

source of funds

OO

5

check box if disclosure of legal proceedings 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

N/A

8

shared voting power

208,000,000

9

sole dispositive power

N/A

10

shared dispositive power

208,000,000

11

aggregate amount beneficially owned by each reporting person

208,000,000

12 check box if the aggregate amount in row (11) excludes certain shares         ¨
13

percent of class represented by amount in row (11)

10.3% (1)

14

type of reporting person

CO, HC

  

(1)On January 4, 2021, the Issuer (as defined below) completed its previously announced acquisition of all of the issued and outstanding common shares of Husky Energy Inc. by way of a court approved plan of arrangement under the Business Corporations Act (Alberta), with Husky Energy Inc. becoming a wholly owned subsidiary of the Issuer (the “Arrangement”). The percentage of class calculation is based on an estimated 2,017,387,906 common shares issued and outstanding upon completion of the Arrangement, as disclosed in the Issuer’s prospectus supplement filed on December 21, 2020. This estimated amount is calculated as the sum of (i) 1,228,869,903 common shares issued and outstanding as at December 18, 2020 and (ii) an estimated 788,518,003 common shares issued in connection with the completion of the Arrangement. The final number of common shares issued as a result of the Arrangement will not be known by the Reporting Persons until after the due date for this Schedule 13D.

 

 

 

 

 

CUSIP No. 15135U109 Schedule 13D Page 3 of 5

 

1

name of reporting person

ConocoPhillips Company

2

check the appropriate box if a member of a group

(a)     ¨

(b)     ¨

3 sec use only
4

source of funds

OO

5

check box if disclosure of legal proceedings 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

N/A

8

shared voting power

208,000,000

9

sole dispositive power

N/A

10

shared dispositive power

208,000,000

11

aggregate amount beneficially owned by each reporting person

208,000,000

12 check box if the aggregate amount in row (11) excludes certain shares          ¨
13

percent of class represented by amount in row (11)

10.3% (1)

14

type of reporting person

CO

 

(1)On January 4, 2021, the Issuer completed its previously announced acquisition of all of the issued and outstanding common shares of Husky Energy Inc. by way of the Arrangement (as defined above). The percentage of class calculation is based on an estimated 2,017,387,906 common shares issued and outstanding upon completion of the Arrangement, as disclosed in the Issuer’s prospectus supplement filed on December 21, 2020. This estimated amount is calculated as the sum of (i) 1,228,869,903 common shares issued and outstanding as at December 18, 2020 and (ii) an estimated 788,518,003 common shares issued in connection with the completion of the Arrangement. The final number of common shares issued as a result of the Arrangement will not be known by the Reporting Persons until after the due date for this Schedule 13D.

  

 

 

 

CUSIP No. 15135U109 Schedule 13D Page 4 of 5

 

The following constitutes Amendment No. 1 to the Statement on Schedule 13D (this “Amendment No. 1”) filed by ConocoPhillips, a Delaware corporation (“ConocoPhillips”), and ConocoPhillips Company, a Delaware corporation and a wholly owned subsidiary of ConocoPhillips (“CPCo,” and together with ConocoPhillips, the “Reporting Persons”) on May 26, 2017 (the “Initial Statement”) relating to the common shares, no par value (the “common shares”), of Cenovus Energy Inc., a corporation amalgamated under the laws of Canada (the “Issuer”). This Amendment No. 1 amends and supplements the Initial Statement. Unless otherwise indicated, all capitalized terms used but not defined herein have the meanings set forth in the Initial Statement.

 

Item 2.Identity and Background

 

The second paragraph of Item 2. of the Initial Statement is hereby replaced in its entirety as follows:

 

“The name, business address, present principal occupation or employment and citizenship of each director and executive officer of each of the Reporting Persons are set forth in Exhibit 1. The address of the principal business office of each of the Reporting Persons is 925 N. Eldridge Parkway, Houston, Texas 77079.”

 

Information regarding the directors and executive officers of each of the Reporting Persons is hereby amended by replacing Exhibit 1 to the Initial Statement in its entirety with Exhibit 1 attached hereto.

 

Item 5.Interest in Securities of the Issuer

 

Items 5(a) and 5(b) of the Initial Statement is hereby replaced in their entirety as follows:

 

“(a) – (b)      CPCo directly owns 208,000,000 common shares, representing 10.3% of the common shares based on an estimated 2,017,387,906 common shares issued and outstanding, as disclosed in the Issuer’s prospectus supplement filed on December 21, 2020. The estimated number of common shares issued and outstanding is calculated as the sum of (i) 1,228,869,903 common shares issued and outstanding as at December 18, 2020 and (ii) an estimated 788,518,003 common shares issued in connection with the completion on January 4, 2021 of the Issuer’s previously announced acquisition of all of the issued and outstanding common shares of Husky Energy Inc. by way of a court approved plan of arrangement under the Business Corporations Act (Alberta), with Husky Energy Inc. becoming a wholly owned subsidiary of the Issuer (the “Arrangement”). The final number of common shares issued as a result of the Arrangement will not be known by the Reporting Persons until after the due date for this Schedule 13D.

 

All of the common shares held by the Reporting Persons are subject to the Registration Rights Agreement and the Investor Agreement, each as defined and described in Item 6 below. The responses set forth in Item 6 of this Schedule 13D are incorporated by reference in their entirety into this Item 5(a) and 5(b).

 

None of the persons listed on Exhibit 1 have any beneficial ownership of any common shares.”

 

Item 7.Material to be Filed as Exhibits

 

Item 7. of the Initial Statement is hereby amended and supplemented by replacing the existing Exhibit 1 with the following:

 

Exhibit   Description
Exhibit 1   Directors and Executive Officers of ConocoPhillips and ConocoPhillips Company

 

 

 

 

CUSIP No. 15135U109 Schedule 13D Page 5 of 5

 

SignatureS

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 5, 2021

 

  ConocoPhillips
   
  By: /s/ Glenda M. Schwarz
    Name: Glenda M. Schwarz
    Title: Vice President and Treasurer

 

  ConocoPhillips Company
   
  By: /s/ Glenda M. Schwarz
    Name: Glenda M. Schwarz
    Title: Vice President and Treasurer

 

 

 

 

Exhibit 1

 

DIRECTORS AND EXECUTIVE OFFICERS OF

CONOCOPHILLIPS AND CONOCOPHILLIPS COMPANY

 

The following tables set forth the name and present principal occupation or employment, the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted, and citizenship of each director and executive officer of ConocoPhillips and ConocoPhillips Company. The business address of each non-executive director of ConocoPhillips and each person whose principal occupation or employment is with ConocoPhillips or ConocoPhillips Company is c/o ConocoPhillips, 925 N. Eldridge Parkway, Houston, Texas 77079.

 

Directors of
ConocoPhillips

Present Principal Occupation or Employment and Principal Business and
Business Address

Citizenship(s)

Charles E. Bunch Non-executive director United States
Caroline M. Devine Non-executive director United States
John V. Faraci Non-executive director United States
Jody Freeman

Archibald Cox Professor of Law

Harvard Law School

1575 Massachusetts Ave.

Cambridge, Massachusetts 02138 

Canada 

United States 

Gay Huey Evans OBE Non-executive director United States
Jeffrey A. Joerres Non-executive director United States
Ryan M. Lance

Chairman and Chief Executive Officer

ConocoPhillips 

United States
William H. McRaven Non-executive director United States
Sharmila Mulligan Chief Strategy and Marketing Officer
Alteryx, Inc.
500 Arguello Street Redwood City, California 94063
United States
Eric D. Mullins Chairman and Chief Executive Officer
Lime Rock Resources
Heritage Plaza, Suite 4600
1111 Bagby Street
Houston, Texas 77002
United States
Arjun N. Murti

Senior Advisor

Warburg Pincus

450 Lexington Ave.

New York, New York 10017 

United States
Robert A. Niblock Non-executive director United States
David T. Seaton Non-executive director United States
R.A. Walker Non-executive director United States

 

 

 

 

Executive Officers
of ConocoPhillips

Present Principal Occupation

Citizenship

Kelly B. Rose

Senior Vice President, Legal and General Counsel

ConocoPhillips 

United States
Ellen R. DeSanctis

Senior Vice President, Corporate Relations

ConocoPhillips 

United States
Matt Fox

Executive Vice President and Chief Operating Officer

ConocoPhillips 

United States 

Great Britain

 

Ryan M. Lance

Chairman of the Board of Directors and Chief Executive Officer

ConocoPhillips 

United States
Andrew D. Lundquist

Senior Vice President, Government Affairs

ConocoPhillips 

United States
Dominic E. Macklon Senior Vice President, Strategy, Exploration and Technology
ConocoPhillips
Great Britain
Nicholas G. Olds Senior Vice President, Global Operations
ConocoPhillips
United States
William L. Bullock, Jr.

Executive Vice President and Chief Financial Officer

ConocoPhillips 

United States
Catherina A. Brooks

Vice President and Controller 

ConocoPhillips 

United States 

Canada

 

 

 

 

 

Directors of
ConocoPhillips
Company

Present Principal Occupation

Citizenship

Kelly B. Rose

Director and Senior Vice President, Legal and General Counsel

ConocoPhillips Company 

United States
William L. Bullock, Jr.

Director and Executive Vice President and Chief Financial Officer

ConocoPhillips Company 

United States

 

 

Executive Officers
of ConocoPhillips
Company

Present Principal Occupation

Citizenship

Kelly B. Rose

Director and Senior Vice President, Legal and General Counsel

ConocoPhillips Company 

United States
Ellen R. DeSanctis

Senior Vice President, Corporate Relations

ConocoPhillips Company 

United States
Matt Fox

Executive Vice President and Chief Operating Officer

ConocoPhillips Company 

United States 

Great Britain 

Ryan M. Lance

President and Chief Executive Officer

ConocoPhillips Company 

United States
Andrew D. Lundquist

Senior Vice President, Government Affairs

ConocoPhillips Company 

United States
Dominic E. Macklon Senior Vice President, Strategy, Exploration and Technology
ConocoPhillips Company
Great Britain
Nicholas G. Olds Senior Vice President, Global Operations
ConocoPhillips Company
United States
William L. Bullock, Jr.

Director and Executive Vice President and Chief Financial Officer

ConocoPhillips Company 

United States
Catherina A. Brooks

Vice President and Controller

ConocoPhillips Company

United States 

Canada