Henke Darrin J. Form 4 Filed 2024-02-22

FORM 4

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

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Henke Darrin J.

2. Issuer Name and Ticker or Trading Symbol
Chord Energy Corp [CHRD]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP and COO

(Last)

(First)

(Middle)

1001 FANNIN STREET, SUITE 1500

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024

(Street)

HOUSTON, TX 77002

(City)

(State)

(Zip)

4. If Amendment, Date 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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock⁽¹⁾	02/20/2024		A		4,889	A	⁽¹⁾	6,523	D

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Share Units

⁽²⁾

02/20/2024

3,667

⁽²⁾

Common Stock

⁽²⁾

$ 0

3,667

Explanation of Responses:

The Reporting Person was granted 4,889 Restricted Stock Units by the Issuer as part of his ordinary course annual compensation package pursuant to the Issuer's 2020 Long Term Incentive Plan (the "2020 LTIP"). Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock, par value $0.01 per share ("Common Stock").

The Reporting Person was granted 3,667 target Performance Share Units ("Target Performance Units") by the Issuer as part of his ordinary course annual compensation package pursuant to the 2020 LTIP. Each Performance Share Unit represents a contingent right to receive a number of shares of Common Stock, ranging from zero to 300% of Target Performance Units ("Earned Performance Units"), depending on the Company's total shareholder return ("TSR") over a three-year measurement period beginning January 1, 2024. However, if the number of Earned Performance Units exceeds the number of Target Performance Units, then such excess will be settled in cash rather than Common Stock.

	Signatures
	/s/ Melissa K. Buce, as attorney-in-fact	02/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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