Chaparral Energy, Inc. (Form: S-8, Received: 08/13/2019 16:22:26)

As filed with the Securities and Exchange Commission on August 13, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933




Chaparral Energy, Inc. (Exact name of registrant as specified in its charter)



Delaware		73-1590941
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

701 Cedar Lake Boulevard Oklahoma City, Oklahoma (405) 478-8770
(Address of Principal Executive Offices, including zip code and telephone number)

701 Cedar Lake Boulevard

Oklahoma City, Oklahoma 73114

(405) 478-8770

(Address of Principal Executive Offices, including zip code and telephone number)

_________________

Chaparral Energy, Inc. 2019 Long-Term Incentive Plan

(Full title of the plan)

K. Earl Reynolds

701 Cedar Lake Boulevard

Oklahoma City, Oklahoma 73114

(405) 478-8770

(Name, address and telephone number, including area code, of agent for service)

_________________

Copy to:

Wesley P. Williams

Jessica W. Hammons

Thompson & Knight LLP

One Arts Plaza

1722 Routh Street, Suite 1500

Dallas, Texas 75201

(214) 969-1700

_________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer			¨
Smaller reporting company			¨
Emerging growth company			¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

_________________

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered (1)(2)	Proposed maximum offering price per share (3)	Proposed maximum aggregate offering price	Amount of registration fee
Class A common stock, par value $0.01 per share, under the Chaparral Energy, Inc. 2019 Long-Term Incentive Plan	3,529,600 shares (4)	$2.05	$7,235,680	$877.00

(1)

This Form S-8 Registration Statement (the “Registration Statement”) registers 3,529,600 shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of the Registrant (as defined below) that may be delivered with respect to awards under the Chaparral Energy, Inc. 2019 Long-Term Incentive Plan (the “Plan”), which shares consist of shares of Common Stock reserved and available for delivery with respect to awards under the Plan and shares of Common Stock that may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan.


(2)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional shares of Common Stock as may become issuable pursuant to the adjustment provisions of the Chaparral Energy, Inc. 2019 Long-Term Incentive Plan, including stock splits, stock dividends or similar transactions.


(3)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act based on the average of the high and low prices per share of the Common Stock on August 12, 2019 as reported on The New York Stock Exchange.

(4)

Of this amount, 3,500,000 shares represent new shares of Common Stock available for grant and 29,600 shares represent a good faith estimate of shares of Common Stock subject to outstanding awards under the Chaparral Energy, Inc. Management Incentive Plan, adopted effective August 16, 2017 (the “MIP”) and covered by Registration Statement on Form S-8 (333-219976), which may become available for issuance under the Plan as a result of such outstanding awards being forfeited or otherwise canceled pursuant to the terms of the MIP.

EXPLANATORY NOTE

This Registration Statement is being filed by Chaparral Energy, Inc., a Delaware corporation (the “Company” or the “Registrant”), for the purpose of registering 3,529,600 shares of Common Stock, for issuance under the terms of the Plan, which consists of 3,500,000 new shares of Common Stock available for grant under the Plan and a good faith estimate of 29,600 shares of Common Stock subject to outstanding awards under the MIP which may become available for issuance under the Plan as a result of such outstanding awards being forfeited or otherwise canceled pursuant to the terms of the MIP. The Board of Directors of the Company recommended for approval and, on June 28, 2019, the stockholders of the Company approved, the Plan to succeed the MIP. The Plan became effective on June 28, 2019 and replaced the MIP. No further awards will be granted under the MIP.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Company will provide free of charge all participants in the Plan with the document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. In accordance with the rules and regulations of the Commission, the Company has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Company shall maintain a file of such documents in accordance with the provisions of Rule 428(a)(2) of the Securities Act. Upon request, the Company shall furnish to the Commission or its staff a copy or copies of all the documents included in such file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Company incorporates by reference the documents or portions of documents listed below that were filed with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that any information contained in such filings is deemed “furnished” and not “filed” in accordance with the rules of the Commission:


•	the description of the Company’s Class A common stock, par value $0.01 per share, set forth under the caption “Description of Registrant’s Securities to be Registered” in the Company’s registration statement on Form 8-A filed with the Commission on July 23, 2018, including all amendments and reports filed for the purpose of updating, changing or otherwise modifying such descriptions;


•	the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed on March 14, 2019, as amended by the Company’s Amendment No. 1 on Form 10-K/A filed on April 29, 2019;


•	the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, and June 30, 2019, as filed on May 9, 2019, and August 8, 2019, respectively; and


•	the Company’s Current Reports on Form 8-K and Form 8-K/A, filed on February 15, 2019, March 14, 2019, April 15, 2019, April 23, 2019, July 2, 2019, July 15, 2019 and July 26, 2019.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all reports on Form 8-K subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein

or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel .

Not applicable.

Item 6. Indemnification of Directors and Officers .

Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue, or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other adjudicating court shall deem proper.

Section 145(e) of the DGCL provides that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized by Section 145 of the DGCL. Section 145(e) of the DGCL further provides that such expenses (including attorneys’ fees) incurred by former directors and officers or other employees or agents of the corporation may be so paid upon such terms and conditions as the corporation deems appropriate.

Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the DGCL.

The Registrant’s third amended and restated bylaws provide that the Registrant will indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending or completed action, suit, or proceeding, whether civil,

criminal, administrative, or investigative, by reason of the fact that he or she is or was one of the Registrant’s directors or officers or is or was serving at the Registrant’s request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. The Registrant’s amended and restated certificate of incorporation further provide for the advancement of expenses to each of its officers and directors.

The Registrant’s third amended and restated certificate of incorporation provides that, to the fullest extent permitted by the DGCL, the Registrant’s directors shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. Under Section 102(b)(7) of the DGCL, the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty can be limited or eliminated except (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under Section 174 of the DGCL (relating to unlawful payment of dividend or unlawful stock purchase or redemption); or (4) for any transaction from which the director derived an improper personal benefit.

The Registrant also maintains a general liability insurance policy which covers certain liabilities of directors and officers of the Registrant arising out of claims based on acts or omissions in their capacities as directors or officers, whether or not the Registrant would have the power to indemnify such person against such liability under the DGCL or the provisions of the Registrant’s third amended and restated certificate of incorporation.

The Registrant has also entered into indemnification agreements with each of the Registrant’s directors and executive officers. These agreements provide that the Registrant will indemnify each of its directors and such officers to the fullest extent permitted by law and by the Registrant’s third amended and restated certificate of incorporation or amended and restated bylaws.

The Plan provides that the committee of the Board that administers the plan and all members thereof are entitled to, in good faith, rely or act upon any report or other information furnished to them by any officer or employee of the Registrant or any of its subsidiaries, the Registrant’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of the Plan or grant of awards thereunder. Members of the committee and any officer or employee of the Registrant or any of its subsidiaries acting at the direction or on behalf of the committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Registrant with respect to any such action or determination.

Item 7. Exemption from Registration Claimed .

Not applicable.

Item 8. Exhibits .

Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Commission, each of the following exhibits is filed herewith:



Exhibit No.		Description

4.1		Third Amended and Restated Certificate of Incorporation of Chaparral Energy, Inc. (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on March 27, 2017).

4.2		Certificate of Retirement of 7,869,929 shares of Class B Common Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on December 19, 2018).

4.3		Amended and Restated Bylaws of Chaparral Energy, Inc. (Incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on March 27, 2017).

4.4		Registration Rights Agreement, dated as of March 21, 2017, by and among Chaparral Energy, Inc. and the Stockholders named therein (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on March 27, 2017).

4.5		Stockholders Agreement, dated as of March 21, 2017, by and among Chaparral Energy, Inc. and the Stockholders named therein (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on March 27, 2017).

4.6		First Amendment to Stockholders Agreement, dated as of March 6, 2018, by and among Chaparral Energy, Inc. and the Stockholders named therein (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 9, 2018).

5.1		Opinion of Thompson & Knight LLP regarding the validity of the securities being registered (filed herewith).

23.1		Consent of Thompson & Knight LLP (contained in Exhibit 5.1).

23.2		Consent of Grant Thornton LLP (filed herewith).

23.3		Consent of Cawley, Gillespie & Associates, Inc. (filed herewith).

23.4		Consent of Ryder Scott Company, L.P. (filed herewith).

24.1		Powers of Attorney (included on signature pages of this Registration Statement).

99.1		Chaparral Energy, Inc. 2019 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 2, 2019).

99.2		Form of LTIP One Year Time Vesting Restricted Stock Unit Award Agreement (filed herewith).

99.3		Form of LTIP Three Year Time Vesting Restricted Stock Unit Award Agreement (filed herewith).

99.4		Form of LTIP Time Performance Vesting Restricted Stock Award Agreement (filed herewith).

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:


(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities

offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.


(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless, in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Oklahoma City, State of Oklahoma, on August 13, 2019.



CHAPARRAL ENERGY, INC.

By:		/s/ K. Earl Reynolds
Name:		K. Earl Reynolds
Title:		Title: Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below appoints K. Earl Reynolds, Scott Pittman and Justin Byrne, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated and on August 13, 2019.



Signature		Title

/s/ K. Earl Reynolds		Chief Executive Officer and Director
K. Earl Reynolds		(Principal Executive Officer)

/s/ Scott Pittman		Chief Financial Officer and Senior Vice President
Scott Pittman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Douglas E. Brooks		Director
Douglas E. Brooks

/s/ Matthew D. Cabell		Director
Matthew D. Cabell

/s/ Samuel Langford		Director
Samuel Langford

/s/ Kenneth W. Moore		Director
Kenneth W. Moore

/s/ Marcus Rowland		Director
Marcus Rowland

/s/ Gysle Shellum		Director
Gysle Shellum

EXHIBIT 5.1



Thompson & Knight LLP
	ATTORNEYS AND COUNSELORS	AUSTIN DALLAS FORT WORTH HOUSTON NEW YORK ---------------------------------------------- - ALGIERS LONDON México City MONTERREY
	ONE ARTS PLAZA 1722 ROUTH STREET, SUITE 1500 DALLAS, TEXAS 75201 214.969.1700 FAX 214.969.1751 www.tklaw.com

August 13, 2019

Chaparral Energy, Inc.

701 Cedar Lake Blvd.

Oklahoma City, OK 73114


Re:	Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to Chaparral Energy, Inc., a Delaware corporation (the “ Company ”), with respect to the preparation of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “ Commission ”) on the date hereof (the “ Registration Statement ”). The Registration Statement relates to the registration of the offer and sale by the Company under the Securities Act of 1933, as amended (the “ Securities Act ”), of 3,529,600 shares (the “ Shares ”) of the Company’s Class A common stock, par value $0.01 per share, issuable under the Chaparral Energy, Inc. 2019 Long-Term Incentive Plan (the “ Plan ”).

In connection with the opinion expressed herein, we have examined original counterparts or copies of original counterparts of the following documents:

(i) originals or copies, certified or otherwise identified to our satisfaction, of the Company’s Third Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws;

(ii) the Registration Statement; and

(iii) the Plan.

We have also examined originals or copies of such other records of the Company, certificates of public officials and of officers or other representatives of the Company and agreements and other documents as we have deemed necessary, subject to the assumptions set forth below, as a basis for the opinion expressed below.

In connection with the opinion expressed below, we have assumed:

(i) The genuineness of all signatures.

(ii) The authenticity of the originals of the documents submitted to us.

(iii) The conformity to authentic originals of any documents submitted to us as copies.

(iv) As to matters of fact, the truthfulness of the representations and statements made in certificates of public officials and officers or other representatives of the Company.

(v) The offer and sale of the Shares comply in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Plan.

We have not independently established the validity of the foregoing assumptions.

Based upon the foregoing and subject to the qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, the Shares will be validly issued, fully paid and non-assessable.

Our opinion set forth above is limited to the General Corporation Law of the State of Delaware (including all applicable provisions of the constitution of such jurisdiction and reported judicial decisions interpreting such law), and we do not express any opinion herein concerning any other laws.

This opinion letter has been prepared, and is to be understood, in accordance with customary practice of lawyers who regularly give and lawyers who regularly advise recipients regarding opinions of this kind, is limited to the matters expressly stated herein and is provided solely for purposes of complying with the requirements of the Securities Act, and no opinions may be inferred or implied beyond the matters expressly stated herein. The opinion expressed herein is rendered and speaks only as of the date hereof and we specifically disclaim any responsibility to update such opinion subsequent to the date hereof or to advise you of subsequent developments affecting such opinion.

We consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 and Section 11 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Respectfully yours,

/s/ Thompson & Knight LLP

JWH/DKH

RHS

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 14, 2019, with respect to the consolidated financial statements and internal control over financial reporting of Chaparral Energy, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2018, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

Oklahoma City, Oklahoma

August 13, 2019

EXHIBIT 23.3

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

Cawley, Gillespie & Associates, Inc., hereby consents to the use in and incorporation by reference in this Registration Statement on Form S-8 of Chaparral Energy, Inc. (“Chaparral”) of information contained in our report for the year ending December 31, 2018, with respect to certain of Chaparral’s estimated reserves as of January 4, 2019, the use in this Registration Statement on Form S-8 of the references to our firm, in the context in which they appear, and to the references to and the incorporation by reference of our summary report dated January 4, 2019 included in the Annual Report on Form 10-K of Chaparral for the fiscal year ending December 31, 2018, as well as in the notes to the financial statements included therein.

/s/ W. Todd Brooker

W. Todd Brooker, P.E.

President

Cawley, Gillespie & Associates, Inc.

Petroleum Engineers

Austin, Texas

August 13, 2019

EXHIBIT 23.4

TBPE REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849

1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

Ryder Scott Company, L.P. hereby consents to the use in this Registration Statement on Form S-8 of Chaparral Energy, Inc. (“Chaparral”) of information contained in our report with respect to estimated future reserves and income attributable to certain of Chaparral’s leasehold interests as of December 31, 2016, the use in this Registration Statement on Form S-8 of the references to our firm, in the context in which they appear, and to the references to and the incorporation by reference of our summary report included in the Annual Report on Form 10-K of Chaparral for the fiscal year ending December 31, 2018, as well as in the notes to the financial statements included therein.

/s/ Ryder Scott Company, L.P.

RYDER SCOTT COMPANY, L.P.

TBPE Firm Registration No. F 1580

Houston, Texas

August 13, 2019

EXHIBIT 99.2

CHAPARRAL ENERGY, INC. 2019 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD NOTICE

1-YEAR TIME-BASED VESTING

You, the Participant named below (“Participant”), have been awarded the following award of Restricted Stock Units (the “RSUs”) and associated Cash Dividend Rights on the terms and conditions set forth below and in accordance with the Restricted Stock Unit Award Agreement to which this Restricted Stock Unit Award Notice is attached (the “Agreement”) and the Chaparral Energy, Inc. 2019 Long-Term Incentive Plan (the “Plan”):

Participant Name: ________________________________ ______

Number of RSUs Awarded: ________________________________

Award Date: ________________________________ _____________


Vesting Date:	The earlier of (a) the first anniversary of the Award Date or (b) the date of the next ensuing annual meeting of stockholders of Chaparral Energy, Inc.

Please note that this Restricted Stock Unit Award Notice serves as your notice of the Award and is for your personal files. You are not required to sign and return any documents. You will be deemed to accept the Award unless you promptly notify the human resources department of Chaparral in writing that you reject the Award. By accepting this Award, you are agreeing to be bound by the terms of this Restricted Stock Unit Award Notice, the Agreement and the Plan.

CHAPARRAL ENERGY, INC.

2019 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (“Agreement”), made and entered into as of the Award Date (as set forth on the Restricted Stock Unit Award Notice), is by and between Chaparral Energy, Inc., a Delaware corporation (“Chaparral”), and the Participant named in the Restricted Stock Unit Award Notice (“Participant”) pursuant to the Chaparral Energy, Inc. 2019 Long-Term Incentive Plan (the “Plan”).

1. Award of RSUs . Effective as of the Award Date, Chaparral hereby awards to Participant, and Participant hereby accepts, an award (“Award”) of RSUs and Cash Dividend Rights described in Section 2 below on the terms and conditions and subject to the restrictions, including forfeiture, set forth in this Agreement, the Restricted Stock Unit Award Notice and the Plan. Each RSU represents the right to receive one share of Common Stock or a cash payment equal to the Fair Market Value of one share of Common Stock as of the Actual Vesting Date (as defined below), as determined by the Committee in its sole and absolute discretion.

2. Cash Dividend Rights . In the event that, prior to the Actual Vesting Date, Chaparral declares and pays any cash dividends or distributions in respect of its outstanding shares of Common Stock, the Cash Dividend Rights entitle Participant to receive, on the Actual Vesting Date with respect to each RSU vesting on such date, an additional payment in cash equal to the total amount of cash dividends and distributions paid by Chaparral with respect to a share of its Common Stock during the period beginning on the Award Date and ending on the Actual Vesting Date with respect to such RSU, without interest or adjustment for the passage of time from the date of any such cash dividend. For the avoidance of doubt, no Cash Dividend Rights will result from declared but unpaid dividends.

3. Vesting and Forfeiture/Payment .

(a) Until the Vesting Date or, if earlier, the date on which the RSUs and Cash Dividend Rights vest pursuant to this Agreement and the Plan, including terms providing for earlier vesting in certain circumstances (such earlier date, the “Actual Vesting Date”), the RSUs and Cash Dividend Rights are subject to being forfeited by Participant.

(b) As soon as practicable (but in no event later than 30 days) following the Actual Vesting Date, Chaparral will (i) in settlement of the vested RSUs (A) deliver to Participant a number of shares of Common Stock equal to the number of vested RSUs in book entry form free of restrictions or (B) make a lump sum cash payment to Participant in an amount equal to the Fair Market Value of one share of Common Stock as of the Actual Vesting Date multiplied by the number of vested RSUs, such form of settlement to be determined by the Committee in its sole and absolute discretion, and (ii) make a lump sum cash payment to Participant of any accumulated cash dividends or distributions payable under the related vested Cash Dividend Rights. Notwithstanding the preceding sentence, in the event that the Committee determines that making all or a portion of a cash payment under this Section would jeopardize the ability of Chaparral to continue as a going concern, the Committee may delay such payment or portion thereof until the making of the payment or portion thereof would no longer have such effect. The Award will cease to be outstanding upon the earlier of forfeiture or upon settlement of the Award.

provisions of the Plan will be forfeited, and neither Participant nor any of his or her heirs, beneficiaries, executors, administrators or other personal representatives will have any rights whatsoever in and to any of the forfeited RSUs or Cash Dividend Rights.

4. No Rights As Stockholder . The Award is not an equity interest in Chaparral and will not entitle Participant to any voting rights, rights upon liquidation or other rights of stockholders of Chaparral.

5. Withholding Taxes . Chaparral and its Affiliates will, to the extent permitted by law, have the right to deduct from any payments made hereunder, including withholding shares of Common Stock, any federal, state or local taxes required to be withheld on account of amounts payable hereunder.

6. Effect on Employment or Services . Nothing contained in the Plan or in this Agreement will confer upon Participant any right with respect to the continuation of his or her employment by or service with Chaparral or an Affiliate, or interfere in any way with the right of Chaparral or an Affiliate, (subject to the terms of any separate agreement to the contrary) at any time to terminate such employment or service or to increase or decrease the compensation of Participant from the rate in existence at the date of this Agreement.

7. The Plan and Restricted Stock Unit Award Notice . The terms and provisions of the Plan and the attached Restricted Stock Unit Award Notice are hereby incorporated into this Agreement as if set forth herein in their entirety. In the event of a conflict between any provision of this Agreement and the Plan, the provisions of the Plan will control. Capitalized terms used in this Agreement and not otherwise defined in this Agreement or the Restricted Stock Unit Award Notice will have the respective meanings assigned to such terms in the Plan.

8. Assignment/Transferability . Chaparral may assign all or any portion of its rights and obligations under this Agreement. The Award and the rights and obligations of Participant under this Agreement may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of by Participant other than by will or the laws of descent and distribution.

9. Binding Effect/Governing Law . This Agreement will be binding upon and inure to the benefit of (i) Chaparral and its successors and assigns, and (ii) Participant and his or her heirs, devisees, executors, administrators and personal representatives. This Agreement will be governed by and construed in accordance with the internal laws (and not the principles relating to conflicts of laws) of the State of Delaware, except as superseded by federal law.

10. Funding . The Award is unfunded. Participant’s right to receive payment hereunder will be no greater than the right of an unsecured creditor of Chaparral and Participant will not have any rights in or against specific assets of Chaparral.

11. Code Section 409A . The Award is intended to be exempt from Section 409A of the Code and any ambiguities herein will be interpreted, to the extent possible, in a manner consistent therewith. Notwithstanding the preceding, no person connected with this Agreement in any capacity, including without limitation Chaparral and any person affiliated with Chaparral and their respective directors, officers, agents and employees, makes any representation, commitment or guarantee that any tax treatment, including without limitation federal, state and local income, estate and gift tax treatment, will be applicable with respect to the Award.

EXHIBIT 99.3

CHAPARRAL ENERGY, INC. 2019 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD NOTICE

3-YEAR TIME-BASED VESTING

Participant Name: ______________________________________

Number of RSUs Awarded: ________________________________

Award Date: _____________________________________________

Vesting Schedule:

The RSUs and Cash Dividend Rights will be subject to a restricted period (the “Restricted Period”) that will commence on the Award Date and end on the third anniversary of the Award Date. During the Restricted Period, the RSUs and Cash Dividend Rights will be subject to the restrictions described in the Agreement, provided, however, that the restrictions will be removed (and such RSUs and Cash Dividend Rights will “vest”) as to:


(i)	one third (1/3) of the RSUs (or if such fraction results in a number of RSUs that includes a fraction, then the next lower whole number of RSUs) and related Cash Dividend Rights on the first anniversary of the Award Date, provided Participant is in the continuous employ or service of Chaparral Energy, Inc. (“Chaparral”) or an Affiliate until such date;


(ii)	an additional one third (1/3) of the RSUs (or if such fraction results in a number of RSUs that includes a fraction, then the next lower whole number of RSUs) and related Cash Dividend Rights on the second anniversary of the Award Date, provided Participant is in the continuous employ or service of Chaparral or an Affiliate until such date; and


(iii)	the remaining RSUs and related Cash Dividend Rights on the third anniversary of the Award Date, provided Participant is in the continuous employ or service of Chaparral or an Affiliate until such date.

CHAPARRAL ENERGY, INC.

2019 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

3. Vesting and Forfeiture/Payment .

(a) The RSUs and Cash Dividend Rights will be subject to restrictions during the Restricted Period in accordance with the Vesting Schedule set forth in the Restricted Stock Unit Award Notice. Until the date the restrictions applicable hereunder to a portion of the RSUs and Cash Dividend Rights are removed in accordance with the Vesting Schedule or, if earlier, the date on which the RSUs and Cash Dividend Rights vest pursuant to this Agreement and the Plan, including terms providing for earlier vesting in certain circumstances (such earlier date, the “Actual Vesting Date”), the RSUs and Cash Dividend Rights are subject to being forfeited by Participant.

(c) Immediately after termination of Participant’s employment or service with Chaparral and its Affiliates, all RSUs and Cash Dividend Rights that have not by that time become vested and do not become vested as of such date pursuant to the Restricted Stock Unit Award Notice and this Agreement or the applicable provisions of the Plan will be forfeited, and neither Participant nor any of his or her heirs, beneficiaries, executors, administrators or other personal representatives will have any rights whatsoever in and to any of the forfeited RSUs or Cash Dividend Rights.

EXHIBIT 99.4

CHAPARRAL ENERGY, INC. 2019 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD NOTICE

3-YEAR PERFORMANCE AND TIME-BASED VESTING



Participant Name:	________________________________
Number of Target RSUs Awarded:	________________________________. The number of “Earned RSUs” that determines the number of shares of Common Stock that will be deliverable or used to calculate the cash amount payable with respect to the Target RSUs will range from 0% to 150% of the number of Target RSUs.
Award Date:	________________________________
Annual Performance Periods:	Twelve month period ending _____ (the “First Annual Performance Period”) Twelve month period ending _____ (the “Second Annual Performance Period”) Twelve month period ending _____ (the “Third Annual Performance Period”)
Vesting Schedule:	The RSUs and Cash Dividend Rights will be subject to a restricted period (the “Restricted Period”) that will commence on the Award Date and end on the last day of the Third Annual Performance Period. During the Restricted Period, the RSUs and Cash Dividend Rights will be subject to the restrictions described in the Agreement, provided, however, that the restrictions will be removed (and such RSUs and Cash Dividend Rights will “vest”) as to: (i) a percentage, determined by the Committee for the First Annual Performance Period, of one third (1/3) of the Target RSUs (or if such fraction results in a number of RSUs that includes a fraction, then the next lower whole number of RSUs) and related Cash Dividend Rights on the last day of the First Annual Performance Period, provided Participant is in the continuous employ or service of Chaparral Energy, Inc. (“Chaparral”) or an Affiliate until such date; (ii) a percentage, determined by the Committee for the Second Annual Performance Period, of an additional one third (1/3) of the Target RSUs (or if such fraction results in a number of shares that includes a fraction, then the next lower whole number of shares) and related Cash Dividend Rights on the last day of the Second Annual Performance Period, provided Participant is in the continuous employ or service of Chaparral or an Affiliate until such date; and (iii) a percentage, determined by the Committee for the Third Annual Performance Period, of the remaining Target RSUs and related Cash Dividend Rights on the last day of the Third Annual Performance Period, provided Participant is in the continuous employ or service of Chaparral or an Affiliate until such date.

CHAPARRAL ENERGY, INC.

2019 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

1. Definitions . For purposes of this Agreement:

(a) “Actual Vesting Date” means the Vesting Date or, if earlier, the date on which the RSUs and Cash Dividend Rights vest pursuant to this Agreement and the provisions of the Plan, including terms providing for earlier vesting in certain circumstances.

(b) “Earned RSUs” means the RSUs that have been earned by Participant for an Annual Performance Period as a percentage of the Target RSUs, as determined in accordance with Section 4 below.

(c) “Peer Group” means the group of companies consisting of each of the companies selected by the Committee in its sole and absolute discretion prior to the beginning of the applicable Annual Performance Period; provided, in the event any such company ceases to exist, ceases to file public reports timely with the U.S. Securities and Exchange Commission with respect to the applicable Annual Performance Period or merges or combines with any other entity that, in the determination of the Committee makes such combined company not comparable for use as part of the Peer Group, the Committee in its sole discretion may continue to include or exclude such company in the Peer Group, but in no event may substitute any other company in its place as part of the Peer Group. For this purpose, a company will not be considered to cease to be in existence merely on account of a name change, internal restructuring or reorganization, or similar event, if the company (or its successor) continues as substantially the same business following the change or event.

(d) “Total Stockholder Return” for Chaparral and for the other Peer Group companies will be determined on the basis of the total investment performance that would have resulted at the end of the applicable Annual Performance Period from investing $100 in the common stock of Chaparral and each of the other companies in the Peer Group, using a beginning stock price and an ending stock price equal to the average of the high price and the low price for the first trading day and the last trading day of such period, respectively, and with all dividends reinvested.

(e) “Vesting Date” means the date the restrictions applicable hereunder to a portion of RSUs and Cash Dividend Rights are removed in accordance with the Vesting Schedule set forth in the Restricted Stock Unit Award Notice.

2. Award of RSUs . Effective as of the Award Date, Chaparral hereby awards to Participant, and Participant hereby accepts, an award (“Award”) of RSUs and Cash Dividend Rights described in Section 2 below on the terms and conditions and subject to the restrictions, including forfeiture, set forth in this Agreement, the Restricted Stock Unit Award Notice and the Plan. Each RSU represents the right to receive a number of shares of Common Stock or a cash payment equal to the Fair Market Value of such number of shares of Common Stock as of the Actual Vesting Date, as determined by the Committee in its sole and absolute discretion and subject to the fulfillment of performance and vesting conditions and other conditions described in this Agreement. The actual number of shares of Common Stock, if any, that become issuable

or used to calculate the cash amount payable with respect to an RSU will be determined in accordance with Section 4 below.

3. Cash Dividend Rights . In the event that, prior to the Actual Vesting Date, Chaparral declares and pays any cash dividends or distributions in respect of its outstanding shares of Common Stock, the Cash Dividend Rights entitle Participant to receive, on the Actual Vesting Date, an additional payment in cash equal to the total amount of cash dividends and distributions paid by Chaparral with respect to a share of its Common Stock during the period beginning on the Award Date and ending on the Actual Vesting Date multiplied by the number of Earned RSUs, without interest or adjustment for the passage of time from the date of any such cash dividend. For the avoidance of doubt, no Cash Dividend Rights will result from declared but unpaid dividends.

4. Vesting and Forfeiture/Payment .

(b) As soon as practicable (but in no event later than 15 days) following the applicable Vesting Date, the Committee must determine a payout percentage in accordance with the schedule below. The payout percentage determined in accordance with the schedule below will be based on Chaparral’s Total Stockholder Return relative to the Total Stockholder Return of the companies in the Peer Group, all determined as of the end of the applicable Annual Performance Period.



Chaparral’s Total Stockholder Return Relative to Peer Group Companies	Payout Percentage
75 ^th percentile or above 50 ^th percentile 25 ^th percentile Below 25 ^th percentile	150% 100% 50% None

If the percentile level of Chaparral’s Total Stockholder Return is between two levels indicated on the foregoing schedule, the payout percentage under such schedule will be determined on the basis of a straight-line interpolation between such levels. Such payout percentage will be multiplied by the number of Target RSUs vesting on the applicable Vesting Date to determine the number of Earned RSUs, provided, however, that if the product is a fraction, then the number of Earned RSUs will equal the next lower whole number of RSUs. The actual number of shares of Common Stock, if any, that become issuable or used to calculate the cash amount payable will equal the amount of Earned RSUs.

(c) As soon as practicable (but in no event later than 45 days) following the Actual Vesting Date, Chaparral will (i) in settlement of the vested RSUs (A) deliver to Participant a number of shares of Common Stock equal to the number of Earned RSUs in book entry form free of restrictions or (B) make a lump sum cash payment to Participant in an amount equal to the Fair Market Value of one share of Common Stock as of the Actual Vesting Date multiplied by the number of Earned RSUs, such form of settlement to be determined by the Committee in its sole and absolute discretion, and (ii) make a lump sum cash payment to Participant of any accumulated cash dividends or distributions payable under the related vested Cash Dividend Rights. Notwithstanding the foregoing provisions of this Section, in the event that the Committee determines that making all or a portion of a cash payment under this Section would jeopardize the ability of Chaparral to continue as a going concern, the Committee may delay such payment or portion thereof until the making of

the payment or portion thereof would no longer have such effect. The Award will cease to be outstanding upon the earlier of forfeiture or upon settlement of the Award.

(d) Immediately after termination of Participant’s employment or service with Chaparral and its Affiliates, all RSUs and Cash Dividend Rights that have not by that time become vested and do not become vested as of such date pursuant to the Restricted Stock Unit Award Notice and this Agreement or the applicable provisions of the Plan will be forfeited, and neither Participant nor any of his or her heirs, beneficiaries, executors, administrators or other personal representatives will have any rights whatsoever in and to any of the forfeited RSUs or Cash Dividend Rights.

5. No Rights As Stockholder . The Award is not an equity interest in Chaparral and will not entitle Participant to any voting rights, rights upon liquidation or other rights of stockholders of Chaparral.

6. Withholding Taxes . Chaparral and its Affiliates will, to the extent permitted by law, have the right to deduct from any payments made hereunder, including withholding shares of Common Stock, any federal, state or local taxes required to be withheld on account of amounts payable hereunder.

7. Effect on Employment or Services . Nothing contained in the Plan or in this Agreement will confer upon Participant any right with respect to the continuation of his or her employment by or service with Chaparral or an Affiliate, or interfere in any way with the right of Chaparral or an Affiliate, (subject to the terms of any separate agreement to the contrary) at any time to terminate such employment or service or to increase or decrease the compensation of Participant from the rate in existence at the date of this Agreement.

8. The Plan and Restricted Stock Unit Award Notice . The terms and provisions of the Plan and the attached Restricted Stock Unit Award Notice are hereby incorporated into this Agreement as if set forth herein in their entirety. In the event of a conflict between any provision of this Agreement and the Plan, the provisions of the Plan will control. Capitalized terms used in this Agreement and not otherwise defined in this Agreement or the Restricted Stock Unit Award Notice will have the respective meanings assigned to such terms in the Plan.

9. Assignment/Transferability . Chaparral may assign all or any portion of its rights and obligations under this Agreement. The Award and the rights and obligations of Participant under this Agreement may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of by Participant other than by will or the laws of descent and distribution.

10. Binding Effect/Governing Law . This Agreement will be binding upon and inure to the benefit of (i) Chaparral and its successors and assigns, and (ii) Participant and his or her heirs, devisees, executors, administrators and personal representatives. This Agreement will be governed by and construed in accordance with the internal laws (and not the principles relating to conflicts of laws) of the State of Delaware, except as superseded by federal law.

11. Funding . The Award is unfunded. Participant’s right to receive payment hereunder will be no greater than the right of an unsecured creditor of Chaparral and Participant will not have any rights in or against specific assets of Chaparral.

12. Code Section 409A . The Award is intended to be exempt from Section 409A of the Code and any ambiguities herein will be interpreted, to the extent possible, in a manner consistent therewith. Notwithstanding the preceding, no person connected with this Agreement in any capacity, including without limitation Chaparral and any person affiliated with Chaparral and their respective directors, officers, agents and employees, makes any representation, commitment or guarantee that any tax treatment, including without

limitation federal, state and local income, estate and gift tax treatment, will be applicable with respect to the Award.