Chesapeake Energy (CHK)

Item 3.02 Unregistered Sales of Equity Securities

Effective November 28, 2007, Chesapeake Energy Corporation (the “Company”) completed an offer to exchange each outstanding share of its 5.00% Cumulative Convertible Preferred Stock (Series 2005), par value $0.01 per share (the “5.00% Preferred Stock”), for shares of the Company’s Common Stock, par value $0.01 per share. The Company issued 19,038,891 shares of Common Stock in exchange for 4,535,880 shares of the 5.00% preferred stock, representing 98.6% or $453.6 million of the aggregate liquidation value of the Company’s 5.00% preferred stock. The transaction closed on November 28, 2007 and the 4,535,880 shares of preferred stock were retired upon receipt. The issuance of shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective November 28, 2007, the Company also completed an offer to exchange each outstanding share of its 6.25% Mandatory Convertible Preferred Stock, par value $0.01 per share (the “6.25% Preferred Stock”), for shares of the Company’s Common Stock, par value $0.01 per share. The Company issued 17,367,823 shares of Common Stock in exchange for 2,156,184 shares of the 6.25% preferred stock, representing 93.7% or $539.0 million of the aggregate liquidation value of the Company’s 6.25% preferred stock. The transaction closed on November 28, 2007 and the 2,156,184 shares of preferred stock were retired upon receipt. The issuance of shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Section 5 – Corporate Governance and Management

Item 3.02 Unregistered Sales of Equity Securities

Effective June 2, 2006, Chesapeake Energy Corporation (the “Company”) completed an offer to exchange each outstanding share of its 4.125% Cumulative Convertible Preferred Stock, par value $0.01per share, for 63.0444 shares of the Company’s Common Stock, par value $0.01 per share. The Company issued 5,248,126 shares of Common Stock in exchange for 83,245 shares of the 4.125% preferred stock, representing 96.4% or $83.245 million of the aggregate liquidation value of the Company’s 4.125% preferred stock. The transaction closed on June 2, 2006 and the 83,245 shares of preferred stock were retired upon receipt. The issuance of shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act. The Company announced the results of this exchange offer in a press release dated June 2, 2006. This press release is attached hereto as Exhibit 99.1.

Effective June 2, 2006, the Company also completed an offer to exchange each outstanding share of its 5.00% Cumulative Convertible Preferred Stock (Series 2003), par value $0.01per share, for 6.1847 shares of the Company’s Common Stock, par value $0.01 per share. The Company issued 4,972,786 shares of Common Stock in exchange for 804,048 shares of the 5.00% (2003) preferred stock, representing 95.4% or $80.4 million of the aggregate liquidation value of the Company’s 5.00% (2003) preferred stock. The transaction closed on June 2, 2006 and the 804,048 shares of preferred stock were retired upon receipt. The issuance of shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act. The Company announced the results of this exchange offer in a press release dated June 2, 2006. This press release is attached hereto as Exhibit 99.2.

Section 5 – Corporate Governance and Management

Unregistered Sales of Equity Securities.

In 2005 and the first quarter of 2006, Chesapeake entered into unsolicited transactions with holders of our 4.125% Cumulative Convertible Preferred Stock and 5.0% (Series 2003) Cumulative Convertible Preferred Stock to issue shares of our common stock in exchange for the 4.125% and 5.0% (Series 2003) preferred stock. The issuances of the shares of common stock in these transactions have not been previously reported under Item 3.02 Unregistered Sales of Equity Securities of Form 8-K because, in the aggregate, the number of shares of common stock issued is less than 1% of our total common shares outstanding:

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Table of Contents

Item 3.02 Unregistered Sales of Equity Securities

On November 2, 2005, Chesapeake Energy Corporation (the “Company”) entered into a Purchase Agreement with Deutsche Bank Securities, Banc of America Securities LLC, Credit Suisse First Boston, Lehman Brothers, and UBS Securities LLC, as representatives of several purchasers, to sell to the purchasers 5,750,000 shares of the Company’s 5.0% Cumulative Convertible Preferred Stock (Series 2005B), par value $0.01, liquidation preference $100 per share.

Effective September 28, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share, to issue 252,580 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 4,035 shares of the Company’s 4.125% preferred stock, representing 2.9% or $4.035 million of the aggregate outstanding liquidation value of the Company’s 4.125% preferred stock. The transaction closed on September 30, 2005 and the 4,035 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective September 28, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 5.0% Cumulative Convertible Preferred Stock (Series 2003), par value $0.01 per share, to issue 1,119,331 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 179,900 shares of the Company’s 5.0% (2003) preferred stock, representing 13.9% or $17.99 million of the aggregate outstanding liquidation value of the Company’s 5.0% (2003) preferred stock. The transaction closed on September 30, 2005 and the 179,900 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective September 29, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 5.0% Cumulative Convertible Preferred Stock (Series 2003), par value $0.01 per share, to issue 530,676 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 85,270 shares of the Company’s 5.0% (2003) preferred stock, representing 7.7% or $8.53 million of the aggregate outstanding liquidation value of the Company’s 5.0% (2003) preferred stock. The transaction closed on September 30, 2005 and the 85,270 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective October 4, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share, to issue 284,100 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 4,530 shares of the Company’s 4.125% preferred stock, representing 3.4% or $4.53 million of the aggregate outstanding liquidation value of the Company’s 4.125% preferred stock. The transaction closed on October 6, 2005 and the 4,530 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective October 4, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 5.0% Cumulative Convertible Preferred Stock (Series 2003), par value $0.01 per share, to issue 8,281 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 1,330 shares of the Company’s 5.0% (2003) preferred stock, representing 0.1% or $133,000 of the aggregate outstanding liquidation value of the Company’s 5.0% (2003) preferred stock. The transaction closed on October 6, 2005 and the 1,330 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

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Effective October 7, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share, to issue 249,280 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 3,950 shares of the Company’s 4.125% preferred stock, representing 3.0% or $3.95 million of the aggregate outstanding liquidation value of the Company’s 4.125% preferred stock. The transaction closed on October 19, 2005 and the 3,950 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

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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.

Date: November 4, 2005

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Item 3.02 Unregistered Sales of Equity Securities.

Effective September 19, 2005, Chesapeake Energy Corporation (“the Company”) entered into an unsolicited transaction with a holder of the Company’s 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share, to issue 376,436 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 6,000 shares of the Company’s 4.125% preferred stock, representing 3.62% or $6.0 million of the aggregate outstanding liquidation value of the Company’s 4.125% preferred stock. The transaction closed on September 22, 2005 and the 6,000 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective September 19, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share, to issue 125,504 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 2,000 shares of the Company’s 4.125% preferred stock, representing 1.25% or $2.0 million of the aggregate outstanding liquidation value of the Company’s 4.125% preferred stock. The transaction closed on September 22, 2005 and the 2,000 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective September 19, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 5.0% Cumulative Convertible Preferred Stock (Series 2003), par value $0.01 per share, to issue 622,963 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 100,000 shares of the Company’s 5.0% (2003) preferred stock, representing 6.30% or $10 million of the aggregate outstanding liquidation value of the Company’s 5% (2003) preferred stock. The transaction closed on September 22, 2005 and the 100,000 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective September 20, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share, to issue 1,214,600 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 19,325 shares of the Company’s 4.125% preferred stock, representing 12.24% or $19.3 million of the aggregate outstanding liquidation value of the Company’s 4.125% preferred stock. The transaction closed on September 27, 2005 and the 19,325 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective September 27, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 5.0% Cumulative Convertible Preferred Stock (Series 2003), par value $0.01 per share, to issue 1,218,734 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 195,734 shares of the Company’s 5.0% (2003) preferred stock, representing 13.15% or $19.6 million of the aggregate outstanding liquidation value of the Company’s 5% (2003) preferred stock. The transaction closed on September 28, 2005 and the 195,734 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

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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.

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Item 3.02 Unregistered Sales of Equity Securities.

On August 16, 2005, Chesapeake Energy Corporation (the “Company”) filed a Form 8-K under Item 3.02 Unregistered Sales of Equity Securities. The purpose of this amendment is to correct typographical errors in the text of that report. The following provides the corrected information for the reported transactions.

Effective August 10, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share, to issue 1,948,342 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 30,500 shares of the Company’s 4.125% preferred stock, representing 13.0% or $30.5 million of the aggregate outstanding liquidation value of the Company’s 4.125% preferred stock. The transaction closed on August 16, 2005 and the 30,500 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective August 10, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 5.0% Cumulative Convertible Preferred Stock (Series 2003), par value $0.01 per share, to issue 862,735 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 136,820 shares of the Company’s 5.0% (Series 2003) preferred stock, representing 7.9% or $13,682,000 of the aggregate outstanding liquidation value of the Company’s 5.0% (Series 2003) preferred stock. The transaction closed on August 15, 2005 and the 136,820 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction is exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective August 11, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share, to issue 718,983 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 11,265 shares of the Company’s 4.125% preferred stock, representing 5.5% or $11,265,000 of the aggregate outstanding liquidation value of the Company’s 4.125% preferred stock. The transaction closed on August 16, 2005 and the 11,265 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction is exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective August 12, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share, to issue 801,296 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 12,558 shares of the Company’s 4.125% preferred stock, representing 6.5% or $12,558,000 of the aggregate outstanding liquidation value of the Company’s 4.125% preferred stock. The transaction closed on August 17, 2005 and the 12,558 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction is exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

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Item 3.02 Unregistered Sales of Equity Securities.

Effective August 10, 2005, Chesapeake Energy Corporation (“the Company”) entered into an unsolicited transaction with a holder of the Company’s 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share, to issue 1,948,342 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 30,500 shares of the Company’s 4.125% preferred stock, representing 13.0% or $30.5 million of the aggregate outstanding liquidation value of the Company’s 4.125% preferred stock. The transaction closed on August 16, 2005 and the 30,500 shares of preferred stock were retired upon receipt. The issuance of the shares of common stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective August 11, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 5.0% Cumulative Convertible Preferred Stock (Series 2003), par value $0.01 per share, to issue 862,735 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 136,820 shares of the Company’s 5.0% (Series 2003) preferred stock, representing 7.9% or $13,682,000 of the aggregate outstanding liquidation value of the Company’s 5.0% (Series 2003) preferred stock. The transaction closed on August 15, 2005 and the 136,820 shares of preferred stock will be retired upon receipt. The issuance of the shares of common stock in this transaction is exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective August 11, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share, to issue 718,983 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 11,265 shares of the Company’s 4.125% preferred stock, representing 5.5% or $11,265,000 of the aggregate outstanding liquidation value of the Company’s 5.0% (Series 2003) preferred stock. The transaction will close on August 16, 2005 and the 11,265 shares of preferred stock will be retired upon receipt. The issuance of the shares of common stock in this transaction is exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

Effective August 12, 2005, the Company entered into an unsolicited transaction with a holder of the Company’s 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share, to issue 801,296 shares of the Company’s Common Stock, par value $0.01 per share, in exchange for 12,558 shares of the Company’s 4.125% preferred stock, representing 6.5% or $12,558,000 of the aggregate outstanding liquidation value of the Company’s 5.0% (Series 2003) preferred stock. The transaction will close on August 17, 2005 and the 12,558 shares of preferred stock will be retired upon receipt. The issuance of the shares of common stock in this transaction is exempt from registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the Securities Act.

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