##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K/A

(Amendment No. 1)







|☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2016

OR



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
                     to

Commission file number: 333-134748





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               |  | 73114                               
|(Address of principal executive offices)                       |  | (Zip code)                          

(405) 478-8770

(Registrants telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act:

None.

Securities
registered pursuant to Section 12(g) of the Act:

None.





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  ☐    No  ☒

(Explanatory Note: The registrant is a
voluntary filer and is not subject to the filing requirements of the Securities Exchange Act of 1934.)

Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a 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         |  | ☐
|                        |  |                                                  | 
|Non-Accelerated Filer   |  | ☒  (Do not check if a smaller reporting company) |  | 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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes  ☐    No  ☒

The aggregate market value of
the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrants most recently completed second
fiscal quarter was not determinable as such shares were privately held and there was no public market for such shares.

Indicate by check
mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.    Yes  ☒    No  ☐

Number of shares outstanding of each of
the issuers classes of common stock as of March 31, 2017:



|                                      |  |                  |            | 
|------------------------------------- |  | ---------------- | ---------- | 
|Class                                 |  | Number of shares |           
|Class A Common Stock, $0.01 par value |  |                  | 37,048,110 | 
|Class B Common Stock, $0.01 par value |  |                  | 7,856,404  | 

DOCUMENTS INCORPORATED BY REFERENCE

Certain exhibits previously filed with the Securities and Exchange Commission are incorporated by reference into Part IV of this report.









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Explanatory Note

This Amendment No. 1 to Form 10-K (this Form
10-K/A) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 originally filed with the Securities and Exchange Commission (the
SEC) on March 31, 2017 (the Original Report) by Chaparral Energy, Inc. (the Company, we, our or us). We are filing this Form 10-K/A
to present the information required by Part III of the Form 10-K as we will not file a definitive proxy statement within 120 days of the end of our fiscal year ended December 31, 2016. Terms previously
defined in the Original Report have the same meanings in this Form 10-K/A.

Pursuant to the rules
of the SEC, Part IV, Item 15 has also been amended to contain the currently dated certifications from the Companys principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The
certifications of the Companys principal executive officer and principal financial officer are attached to this 10-K/A as Exhibits 31.1 and 31.2, respectively. Because no financial statements have been
included in this 10-K/A and this 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation
S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Additionally, we are not including the certificate under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are
being filed with this Form 10-K/A.

Except as described above, no other changes have been made to
the Original Report. Other than the information specifically amended and restated herein, this Form 10-K/A does not reflect events occurring after March 31, 2017, the date of the Original Report, or
modify or update those disclosures that may have been affected by subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with our Original Report and our other filings made with the SEC
subsequent to the filing of the Original Report.



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CHAPARRAL ENERGY, INC.

AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED

December 31, 2016

TABLE OF CONTENTS



|         |  |                                                                                                 |    |  |    | 
|-------- |  | ----------------------------------------------------------------------------------------------- | -- |  | -- | 
|Part III |  |                                                                                                 | 1  | 
|         |  |                                                                                                
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                          |    |  | 1  | 
|         |  |                                                                                                
|Item 11. |  | Executive Compensation                                                                          |    |  | 5  | 
|         |  |                                                                                                
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related
 Stockholder Matters |    |  | 17 | 
|         |  |                                                                                                
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                       |    |  | 19 | 
|         |  |                                                                                                
|Item 14. |  | Principal Accounting Fees and Services                                                          |    |  | 21 | 
|         | 
|Part IV  |  |                                                                                                 | 22 | 
|         |  |                                                                                                
|Item 15. |  | Exhibits and Financial Statement Schedules                                                      |    |  | 22 | 



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##### Table of Contents

PART III

On May 9, 2016 (the Petition Date), Chaparral Energy, Inc. (Chaparral or the Company) and its
subsidiaries, including Chaparral Energy, L.L.C., Chaparral Resources, L.L.C., Chaparral Real Estate, L.L.C., Chaparral CO2, L.L.C., CEI Pipeline, L.L.C., CEI Acquisition, L.L.C., Green Country Supply, Inc., Chaparral Biofuels, L.L.C., Chaparral
Exploration, L.L.C. and Roadrunner Drilling, L.L.C. (collectively, the Chapter 11 Subsidiaries and, together with Chaparral, the Debtors), filed voluntary petitions seeking relief under Title 11 of the United States Code (the
Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court) commencing cases for relief under chapter 11 of the Bankruptcy Code (the Chapter 11 Cases). On
March 10, 2017 (the Confirmation Date), the Bankruptcy Court confirmed the First Amended Joint Plan of Reorganization for the Debtors under Chapter 11 of the Bankruptcy Code (the Reorganization Plan), and on
March 21, 2017 (the Effective Date), the Reorganization Plan became effective and we emerged from bankruptcy. Our Reorganization Plan includes appointment of a new board of directors as described below. On the Effective Date, the
following members of the Companys then-existing board of directors were deemed to have resigned as directors of the Company: Charles A. Fischer, Jr., Christopher Behrens and Will Jaudes. None of the resignations resulted from any disagreement
with the Company regarding any matter related to the Companys operations, policies, or practices.

ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

The following table provides information regarding our current executive officers and directors. Pursuant to the Reorganization Plan, the new
board of directors of the Company (the Board) as of the Effective Date consists of seven members: K. Earl Reynolds, Robert F. Heinemann (Chairman), Douglas E. Brooks, Matthew D. Cabell, Samuel Langford, Kenneth W. Moore and Gysle
Shellum.



|                   |  |     |    |  |          |                                                     
|------------------ |  | --- | -- |  | -------- | ----------------------------------------------------
|Name               |  | Age |    |  | Position
|K. Earl Reynolds   |  |     | 56 |  |          | Chief Executive Officer and Director                
|Joseph O. Evans    |  |     | 62 |  |          | Chief Financial Officer and Executive Vice President
|James M. Miller    |  |     | 54 |  |          | Sr. Vice PresidentOperations                       
|Robert F. Heineman |  |     | 64 |  |          | Director and Chairman of the Board                  
|Douglas E. Brooks  |  |     | 58 |  |          | Director                                            
|Matthew D. Cabell  |  |     | 59 |  |          | Director                                            
|Samuel Langford    |  |     | 59 |  |          | Director                                            
|Kenneth W. Moore   |  |     | 47 |  |          | Director                                            
|Gysle Shellum      |  |     | 65 |  |          | Director                                            

K. Earl Reynolds

Chief Executive Officer, Director

K. Earl Reynolds joined
Chaparral in 2011 as an executive vice president and chief operating officer before being named as the companys president in 2014 and its chief executive officer in 2017. Mr. Reynolds was named to Chaparrals Board in August 2014.

From 2000 to 2010, Mr. Reynolds led the International Business Unit and was actively involved in strategic planning for Devon Energy, most
recently serving as senior vice president of strategic development, where he was responsible for strategic planning, budgeting, coordination of acquisitions and divestitures, and oversight of the companys assessment of oil and gas reserves.

Prior to Devon, Mr. Reynolds career included several key leadership roles in domestic and international operations with companies such as
Burlington Resources and Mobil Oil.

Mr. Reynolds has served on the board of directors for several nonprofit organizations in Houston and Oklahoma
City. He currently sits on the board of directors for the Oklahoma City YMCA and the Oklahoma Independent Petroleum Association, where he serves as the Chairman of its Regulatory Committee. Mr. Reynolds holds a Master of Science
degree in petroleum engineering from the University of Houston and a Bachelor of Science degree in petroleum engineering from Mississippi State University. In 2013 he was named as a Distinguished Fellow of the Mississippi State University Bagley
College of Engineering.

Joseph O. Evans

Chief
Financial Officer and Executive Vice President

Joseph O. Evans joined Chaparral in 2005 as chief financial officer and executive vice president. From
1998 to 2005, Mr. Evans was a consultant and practiced public accounting with the firm of Evans Gaither & Assoc. Prior to that time, he served as senior vice president and financial advisor for First National Bank of Commerce in New
Orleans.

From 1976 to 1997, Mr. Evans worked in the Oklahoma practice of Deloitte & Touche, where he became an audit partner. While at
Deloitte, he was a member of the energy industry group and was responsible for services on numerous SEC filings for clients.



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Mr. Evans has instructed numerous continuing professional education courses focused on compliance with the
Sarbanes Oxley Act. He is a certified public accountant and an accredited petroleum accountant. Mr. Evans is a graduate of the University of Central Oklahoma with a Bachelor of Science degree in accounting.

James M. Miller

Sr. Vice President  Operations

James M. Miller joined Chaparral in 1996 as its operations engineer. Since joining the Company, Mr. Miller has been promoted to positions of
increasing responsibility and currently oversees the companys production and completion operations as senior vice president of operations. During this time, he has gained particular expertise in the area of operating secondary and tertiary
recovery units.

Prior to joining Chaparral, Mr. Miller worked for KEPCO Operating Inc. as a petroleum engineer. From 1987 to 1995, he was employed
by Robert A. Mason Production Co. as a petroleum engineer and later as vice president of production.

He is a member of the Society of Petroleum Engineers
and the American Petroleum Institute. Mr. Miller attended the University of Oklahoma and received a Bachelor of Science degree in petroleum engineering.

Robert F. Heinemann

Director and Chairman of the
Board

Robert F. Heinemann was named to Chaparrals Board in 2017. From 2002 to 2013, Mr. Heinemann worked for Berry Petroleum Company,
serving as a director and then as the president and chief executive officer for the last nine years of his tenure. Prior to that time, he was employed at Halliburton Company and Mobil Exploration and Producing, as well as various other Mobil
entities, in positions of increasing responsibility.

Mr. Heinemann currently serves on the board for several energy companies, including QEP
Resources, Crescent Point Energy Corporation, and Great Western Oil and Gas Company, L.L.C., where he was the chairman from 2014 to 2016. He also currently serves as an advisor to Silver Point Capital, L.P. Mr. Heinemann has previously
served on the board for Yates Petroleum Corporation until its merger with EOG Resources, Inc. in October 2016 and as chairman of the board for C12 Energy, L.L.C from 2014 through 2015. Mr. Heinemann holds Bachelor of Engineering and PhD degrees
in chemical engineering from Vanderbilt University.

Douglas E. Brooks

Director

Douglas E. Brooks joined Chaparrals Board
in 2017. Mr. Brooks currently serves as Chief Executive Officer and President of Energy XXI Gulf Coast, Inc. Prior to joining the Board, Mr. Brooks served as the president and chief executive officer of Yates Petroleum Corporation, a
privately owned exploration and production company focused on the Delaware and Powder River basins, from April 2015 until Yates merger with EOG Resources, Inc. in October 2016. Before that time, he served as chief executive officer of Aurora
Oil & Gas Limited from October 2012 to June 2014 and a senior vice president at Forest Oil Corporation from April 2012 until October 2012. In addition, he spent 24 years with Marathon Oil Company in roles of increasing responsibility,
lastly as the director of upstream mergers and acquisitions and business development for the Americas.

Mr. Brooks has also built two private
equity-sponsored firms focused on unconventional resource projects in the western U.S. Mr. Brooks currently serves on the board of directors of Energy XXI Gulf Coast, Inc. and previously served as a board member for Aurora Oil & Gas
Limited, Magdalena Energy Company, Yates Petroleum Corporation and the Houston Producers Forum. He is currently an advisor for Hart Energys A&D Watch, a global energy research publication. Mr. Brooks holds a Bachelor of Science
degree in business management from the University of Wyoming  Casper and a Masters of Business Administration, Finance from Our Lady of the Lake University in Texas.

Matthew D. Cabell

Director

Matthew D. Cabell joined Chaparrals Board in 2017. Mr. Cabell retired from Seneca Resources in 2016, where he had served as its president since
2006. Prior to that time, he was as an executive vice president and general manager at Marubeni Oil & Gas, USA, and held various roles in the exploration and production segments of Texaco and Amerada Hess Corporation.

Mr. Cabell currently serves as an advisor to KKR. He has also previously served as a member of the board for the American Exploration and Production
Council and Americas Natural Gas Alliance. Mr. Cabell earned a Bachelor of Science degree in geology from the University of Michigan and his Masters of Business Administration from Cornell Universitys Johnson Graduate School of
Management.

Samuel Langford

Director

Samuel Langford was named to Chaparrals Board in 2017. Mr. Langford continues to serve as the principal for Langford Upstream Advisory, L.L.C., a
position he has held since 2013. Prior to Langford, he spent eight years working in positions of growing



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responsibility at Newfield Exploration, including roles as the companys vice president of corporate development, general manager for its
Mid-Continent Business Unit and senior corporate advisor. Before joining Newfield, Mr. Langford spent time at Cockrell Oil Corporation, British Gas E&P, Tenneco Inc., Tenneco Oil Co. and Exxon USA.

Mr. Langford currently serves as an advisor to Silver Point Capital, L.P. He also is currently a member of the board of directors for Basic Energy
Services. He received his Bachelor of Science degree in mechanical engineering from Auburn University.

Kenneth W. Moore

Director

Kenneth W. Moore joined Chaparrals Board
in 2017. Mr. Moore has served as the President of KWM Advisors LLC since 2016. From 2004 to 2015, Mr. Moore served as a managing director at First Reserve Corporation, a global private equity firm, which invests exclusively in the energy
industry. Prior to that time, he served as a Vice President at Morgan Stanley & Company in investment banking.

Mr. Moore is currently a
member of the board of directors for Cobalt International, Peabody Energy and SEAL Legacy Foundation. He has also previously served on several other public company boards, including those for Enstar Group Limited, Chart Industries, Inc. and
Dresser-Rand Group Inc. Mr. Moore graduated from Tufts University with a Bachelor of Arts degree in English and received his Master of Business Administration from Cornell University.

Gysle Shellum

Director

Gysle Shellum was named to Chaparrals Board in 2017. Mr. Shellum previously served as the chief financial officer of PDC Energy, Inc. from 2008
until his retirement in 2016. Prior to that time, he was the vice president of finance at Crosstex Energy, L.P. (now EnLink Midstream, L.L.C.).

Mr. Shellum is currently an at-large director for the Independent Petroleum Association of America and serves on
the University of Colorado Global Energy Management Graduate Programs Advisory Council. He received his Bachelor of Arts in accounting from the University of Texas.

Mark A. Fischer

Founder, Former Chief Executive
Officer and Former Chairman of the Board

As of December 31, 2016, Chaparrals chairman, chief executive officer and co-Founder was Mark A. Fischer. Mr. Fischer co-founded Chaparral in 1988 and served as its chief executive officer and chairman of the Board from 1988 through 2016.
Mr. Fischer retired from the Company on January 5, 2017 pursuant to our Reorganization Plan. The terms of his separation are discussed below under Item 11. Executive CompensationPrincipal Executive Officers Retirement
Agreement.

Director Independence

Our Board uses the independence standards under the New York Stock Exchange (the NYSE). The NYSEs definition of independence
includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings involving the Company, which would prevent a director from being independent. The Board has
determined that Messrs. Shellum, Moore, Langford, Brooks, Cabell and Heinemann are independent under the NYSE and SEC rules for purposes of service on the Board.

Board Committees

Shortly after
the appointment of the current Board on the Effective Date, three standing committees of the Board were established comprised of non-employee directors: an Audit Committee, a Compensation Committee and a
Corporate Governance Committee. Each of these Committees is governed by a charter adopted by the Board. These charters establish the purposes of the respective Committees as well as Committee membership guidelines. They also define the authority,
responsibilities and procedures of each Committee in relation to the Committees role in supporting the Board and assisting the Board in discharging its duties in supervising and governing the Company.

The Audit Committee consists of Messrs. Shellum (Chair), Moore and Langford, each of whom is independent under the rules of the SEC and the
NYSE. The Board has determined that Mr. Shellum satisfies the definition of audit committee financial expert.

This
committee oversees, reviews, acts on and reports on various auditing and accounting matters to the Board, including the selection of our independent registered public accounting firm, the scope of our annual audits, fees to be paid to the
independent registered public accounting firm, the performance of our independent registered public accounting firm and our accounting practices. In addition, the Audit Committee oversees our compliance programs relating to legal and regulatory
requirements.

The Compensation Committee currently consists of Messrs. Brooks (Chair), Cabell and Langford, each of whom is independent
under the rules of the NYSE. The Compensation Committee approves salaries, incentives and other forms of compensation for



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officers and other employees. The Compensation Committee also administers our incentive compensation and benefit plans. The Compensation Committee has the power to delegate any of its authority
to subcommittees or to individual members of the Compensation Committee as it deems appropriate.

The Corporate Governance Committee
consists of Messrs. Moore (Chair), Cabell and Brooks, each of whom is independent under the rules of the NYSE. The Corporate Governance Committee identifies, evaluates and recommends qualified nominees to serve on the Board, develops and oversees
our internal corporate governance processes and maintains a management succession plan.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that is applicable to all employees, officers and members of our Board. The Code of
Business Conduct and Ethics is available on our website at chaparralenergy.com/about-us.



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ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview & Oversight of Compensation Program

Our compensation programs include programs that are designed specifically for our executive officers which includes our Principal Executive
Officer (PEO) and the other executive officers named in the Summary Compensation Table (the Named Executive Officers or NEOs). Currently, our PEO and our Compensation Committee oversee the compensation programs
for our executive officers.

Overview of Compensation Philosophy and Program

In order to recruit and retain the most qualified and competent individuals as executive officers, we strive to maintain a compensation program
that is competitive in the labor market. The following compensation objectives are considered in setting the compensation programs for our executive officers:



| |  |  | drive and reward performance which supports our core values;
| | - |  | ------------------------------------------------------------



| |  |  | align the interests of executive officers with those of stockholders;
| | - |  | ---------------------------------------------------------------------



| |  |  | design competitive total compensation and rewards programs to enhance our ability to attract and retain knowledgeable and experienced executive officers; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | set compensation and incentive levels that reflect mid-range market practices.
| | - |  | ------------------------------------------------------------------------------

Compensation Targets

From time to time,
we review compensation data from a variety of different sources, including from the Oil & Gas E&P Survey prepared by Effective Compensation, Incorporated (the Survey Data) to ensure that our executive officer base salary
compensation program generally aligns with the median of the Survey Data. The Survey Data is a compilation of compensation and other data from the prior year based upon over 100 exploration and production firms that participated in the survey. We
have previously utilized guidance and executive compensation data from the Southwest Energy Group and Meridian Compensation Partners.

In
determining base salaries for our executive officers, in addition to the Survey Data referenced above, our Board also considers the current level of the executive officers compensation, both internally and relative to other Company officers
and current industry and economic factors. The process can best be described as (i) looking within our Company at the current salary structure among the executive group to ensure fairness and consistency, (ii) evaluating the
Companys performance to ensure that compensation is, in large part, performance-based, (iii) looking at general industry conditions, and (iv) looking at peer group companies to determine if the range of compensation paid to our
executive officers aligns with median levels of the compensation paid to executives in similarly situated companies.

Compensation Elements and
Rationale for Pay Mix Decisions

We believe that a competitive compensation program will enhance our ability to attract and retain
executive officers. To reward both short-term and long-term performance in our compensation program and in furtherance of our compensation objectives noted above, our executive compensation philosophy includes the following four principles:

(i) Compensation levels should be competitive

We review the Survey Data to ensure that the base salary compensation is aligned with median levels.

(ii) Compensation should be related to performance

We believe that a significant portion of an executive officers compensation should be tied to individual performance and to our overall
performance measured primarily by growth in reserves, production and earnings.

(iii) Variable compensation should represent a
portion of an executive officers total compensation

We intend for a portion of compensation paid to executive officers to be
variable in order to: 1) allow flexibility when our performance and/or industry conditions are not optimum; 2) maintain the ability to reward executive officers for our overall performance; and 3) retain executive officers when industry conditions
necessitate. Executive officers should have the incentive of increasing our profitability and value in order to earn a portion of their compensation package.

(iv) Compensation should balance short-term and long-term performance

We seek to structure a balance between achieving strong short-term annual results and ensuring our long-term viability and success. To
reinforce the importance of balancing these perspectives, executive officers are regularly provided compensation based on both the accomplishment of short-term objectives and incentives for achieving long-term objectives. While our annual bonus
plans are structured to reward the accomplishment of short-term objectives, in 2004, we began long-term compensation plans for our executive employees and other key employees. This plan is to deliver long-term incentive awards aligned with the
interests of stockholders while simultaneously serving as a retention tool.



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Review of Executive Officer Performance

The PEO reviews, on an annual basis, each compensation element of an executive officer. In each case, the PEO takes into account the scope of
responsibilities and experience, succession potential, strengths and weaknesses, and contribution and performance over the past year and balances these against competitive salary levels. The PEO works daily with the executive officers, which allows
him to form his assessment of each individuals performance. The PEOs performance is assessed by the Board, taking into account the scope of responsibilities and experience, strengths and weaknesses, and contributions and performance over
the past year balanced against competitive salary levels.

Components of the Executive Compensation Program

We believe the total compensation and benefits program for executive officers should consist of the following:



| |  |  | base salaries;
| | - |  | --------------



| |  |  | annual bonus plans;
| | - |  | -------------------



| |  |  | long-term retention and incentive compensation; and
| | - |  | ---------------------------------------------------



| |  |  | health and welfare benefits and retirement.
| | - |  | -------------------------------------------

Base Salaries

We usually adjust base salaries for executive officers annually based on performance. However, due to depressed industry conditions, we did not
increase executive officer salaries from 2015 to 2016. Typically, the PEO does not rely solely on predetermined formulas or a limited set of criteria when evaluating the base salaries of the executive officers. This is in line with our philosophy
that executive officer compensation should be paid at approximately the competitive median levels based on market data, and taking current industry and economic factors into consideration. The salaries paid to the PEO and the NEOs during fiscal year
2016 are shown in the Summary Compensation Table in this annual report.

Annual Bonus Plan

In 2011, we created a non-binding, discretionary incentive program called the Annual Incentive Measure
Bonus Program (the AIM program) which pays cash bonus awards to eligible employees when the Company achieves certain performance measures on a Company-wide basis. Amounts payable under the AIM program are tied to the approved Company
budget and to certain individual, departmental, and business unit measures, including, but not limited to, employees who reach individual performance goals and contribute positively to their respective business units and the Companys goals and
objectives.

The targets for individual awards are expressed as a percentage of an employees eligible earnings for the plan year and
are based on pay grade and level of responsibility. When the Board determines industry and economic factors permit granting AIM awards, the first 50% of the computation of an employees AIM award is determined based solely on the Companys
performance on nine Company-wide performance measures, which for 2016 were: EBITDA25%; Production Volume (Boe/d)20%; Reserve Replacement10%; Drilling and Completion Capital Effectiveness15%; EOR Capital5%; EOR
Production Uplift5%; Lease Operating Expenses ($/Boe)10%; Safety5%; and Environment5%. The performance measures tied to the AIM awards and their respective weights may be revised from time to time by the Board. When the Board
approves granting AIM awards, the remaining 50% of the computation of an employees AIM award is discretionary and is based on the performance of the department or business unit in which the employee works and his or her individual performance
and contributions, as reflected by his or her performance review.



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2010 Equity Incentive Plan

We adopted the Chaparral Energy, Inc. 2010 Equity Incentive Plan (the 2010 Plan) in April 2010. The 2010 Plan reserves a total of
86,301 shares of our class A common stock for awards issued under the 2010 Plan. If any award is exercised, paid, forfeited, terminated or canceled without the delivery of shares, then the shares covered by such award will be available again for
grant under the 2010 Plan. All of our or our affiliates employees, officers, directors, and consultants, as defined in the 2010 Plan, are eligible to participate in the 2010 Plan. Although the 2010 Plan was in effect throughout 2016, pursuant
to our Reorganization Plan, on the Effective Date, the 2010 Plan was cancelled along with all outstanding vested and unvested shares.

Purpose and Administration

The 2010 Plan was intended to aid us in recruiting and retaining employees, officers, directors, and consultants capable of assuring our future
success and was administered by our Compensation Committee.

Types of Awards

The 2010 Plan authorized the following types of awards:



| |  |  | Stock Options
| | - |  | -------------



| |  |  | Restricted Stock
| | - |  | ----------------



| |  |  | Performance Awards
| | - |  | ------------------



| |  |  | Bonus Shares
| | - |  | ------------



| |  |  | Phantom Shares
| | - |  | --------------



| |  |  | Cash Awards
| | - |  | -----------



| |  |  | Other Stock-Based Awards.
| | - |  | -------------------------

During the tenure of the 2010 Plan, the only
form of awards granted were restricted stock as described below.

Terms of Time Vested Restricted Stock Awards

Time Vested restricted stock awards generally vest with respect to twenty percent (20%) of the shares subject to the award on each of the
first, second, third, fourth and fifth anniversaries of the award date, subject to the NEO remaining employed by us as of those dates. The terms of these awards include provisions that accelerate vesting of shares upon the occurrence of certain
events such as Termination by Company Without Cause or by NEO for Good Reason (these terms being defined in any employment agreement then in effect between the NEO and us). Accelerated vesting of shares also occurs upon certain capital transaction
involving the sale of Company stock.

Performance Vested Restricted Stock Awards

Performance Vested restricted stock awards vest in the event of a Transaction (i) whereby CCMP Capital, LLCs (CCMP)
net proceeds from a Transaction yields certain target returns on investment, and (ii) the NEO remains employed by us as of the date of such Transaction. Net proceeds means the actual cash proceeds received by CCMP in a
Transaction, but excludes the aggregate amount of out-of-pocket expenses incurred by CCMP in connection with such Transaction. The number of shares that would vest is a
function of the return on investment targets and the proportion of CCMP shares sold in a Transaction. During the tenure of the 2010 Plan, the Company has modified the terms of these Performance Vested restricted stock awards to: (i) reclassify
a portion of outstanding awards to awards that only have a time-vested service condition and (ii) lower the return on investment targets required for vesting.

Our Purchase Option

All Time Vested and Performance Vested restricted stock awards are subject to our right to purchase the shares that have vested under the terms
of such awards, which purchase option lapses on the seventh anniversary of the grant date. If the NEO ceases his employment with us for any reason, we shall have the right to purchase the shares of restricted stock awarded to the NEO that have
vested. If the NEOs employment is terminated by us without cause, by the NEO for good reason, as a result of the NEOs death or by the NEO without good reason, the purchase price for such shares shall be equal to the fair market value of
such shares on the Separation Date (this term being defined in any employment agreement then in effect between the NEO and us). If the NEOs employment is terminated by us for cause, the purchase price for such shares shall be $0.01 per share.
In the event of the NEOs material breach of the terms of any agreement with us that is in effect on or after the NEOs Separation Date, other than a breach of noncompetition or nonsolicitation provisions, we may elect to purchase the
shares for $0.01 per share.



7



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##### Table of Contents

Impact of Bankruptcy on Awards

The Company did not grant any awards of Time Vested or Performance Vested restricted stock during 2016. As a result of our bankruptcy petition,
the value of outstanding vested and unvested shares from the 2010 Plan were determined to have a value of $0.00/share subsequent to the petition date. Furthermore, the Company determined that the vesting conditions under its Performance-Vested
restricted stock were no longer probable of being satisfied. Pursuant to our Reorganization Plan, all existing equity, including shares granted under the 2010 Plan, were cancelled upon our emergence from bankruptcy.

Post-Emergence Management Incentive Plan

Our Reorganization Plan includes provisions for a post-emergence equity incentive plan providing for the issuance from time to time, as
approved by the Board, of New Class A Shares to senior management of the Company representing, in the aggregate and on a fully-diluted basis, up to seven percent (or approximately 3,385,753 shares) of the equity interests issued or to be issued
upon emergence from bankruptcy (the 2017 MIP). Our Reorganization Plan did not include additional requirements for the 2017 MIP, and any vesting, adjustment provisions, options or similar features of the 2017 MIP will be determined by
the Board.

Health and Welfare and Retirement Benefits

We offer a variety of health and welfare and retirement programs to all eligible employees. The executive officers are eligible for the same
benefit programs on the same basis as the rest of our employees. The health and welfare programs are intended to protect employees against catastrophic loss and encourage a healthy lifestyle. Our health and welfare programs include medical under a
preferred provider option or high deductible plan, as well as pharmacy, dental, and vision plans. It also includes life insurance, as well as supplemental life insurance policies. Employees may also contribute
pre-tax funds into flexible spending plans and health savings accounts.

We offer employees the
opportunity to make investments in our 401(k) Profit Sharing Plan, which is intended to supplement the employees personal savings and social security. All employees, including executive officers, are generally eligible for the 401(k) plan.
Executive officers participate in the 401(k) plan on the same basis as other employees.

We adopted the 401(k) plan to enable employees to
save for retirement through a tax-advantaged combination of employee and Company contributions and to provide employees the opportunity to directly manage their retirement plan assets through a variety of
investment options. The 401(k) plan allows eligible employees to elect to contribute from 1% to 60% of their eligible compensation, up to the annual IRS dollar limit. Employees are automatically enrolled at 3% of their salary. Eligible compensation
generally means all wages, salaries and fees for services paid by us. The Company matches at a rate of $1.00 per $1.00 employee contribution for the first 7% of the employees salary. Company contributions vest as follows:



|                             |  |            |    |  
|---------------------------- |  | ---------- | -- | -
|Years of Service for Vesting |  | Percentage |   
|1                            |  |            | 33 | %
|2                            |  |            | 33 | %
|3                            |  |            | 34 | %

However, regardless of the number of years of service, an employee is fully vested in his 401(k) plan if the
employee retires at age 65 or later, attains age 62 and completes six years of service, or the employees employment is terminated due to death or total and permanent disability. The 401(k) plan provides for different investment options, for
which the participant has sole discretion in determining how both the employer and employee contributions are invested. The 401(k) plan does not provide our employees the option to invest directly in our stock. The 401(k) plan offers in-service withdrawals in the form of loans, hardship distributions, after-tax account distributions and age 59.5 distributions.



8



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##### Table of Contents

Employment Agreements

We have entered into employment agreements with each of our NEOs, under the terms of which each will serve in their respective officerial
positions. The initial term of the employment agreements are three years, each with an automatic two-year renewal and automatic annual renewals thereafter. The employment agreements that were in effect during
2016 provided our NEOs the following compensation arrangements:



|                       |  |                    |  |                    |         |  |                                       |  |     |                             |  |   |                                     |  |  |   |           | 
|---------------------- |  | ------------------ |  | ------------------ | ------- |  | ------------------------------------- |  | --- | --------------------------- |  | - | ----------------------------------- |  |  | - | --------- | 
|Name                   |  | Effective Date     |  | MinimumBase Salary |         |  | Target AnnualAIM Bonus(as a % ofBase) |  |     | Equity Grant(TimeVested)(1) |  |   | Equity Grant(Performance Vested)(1) | 
|Mark A. Fischer(2)     |  | April 12, 2010     |  | $                  | 620,298 |  |                                       |  | 100 | %                           |  | $ | 1,814,366                           |  |  | $ | 3,673,995 | 
|K. Earl Reynolds       |  | January 1, 2014    |  |                    | 500,400 |  |                                       |  | 90  | %                           |  |   | 1,578,616                           |  |  |   | 1,935,177 | 
|Joseph O. Evans        |  | April 12, 2010     |  |                    | 345,030 |  |                                       |  | 80  | %                           |  |   | 725,883                             |  |  |   | 1,469,598 | 
|James M. Miller        |  | April 12, 2010     |  |                    | 273,798 |  |                                       |  | 70  | %                           |  |   | 700,324                             |  |  |   | 3,287,099 | 
|David R. Winchester(3) |  | September 22, 2014 |  |                    | 325,000 |  |                                       |  | 70  | %                           |  |   | 1,683,655                           |  |  |   | 816,322   | 
|Jeffery D. Dahlberg(4) |  | October 22, 2012   |  |                    | 275,000 |  |                                       |  | 70  | %                           |  |   | 646,979                             |  |  |   | 1,904,066 | 



|(1) | The value shown is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. These grants are one-time awards specified in the respective employment
agreements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mr. Fischer retired from the Company on January 5, 2017 pursuant to our Reorganization Plan.
|--- | --------------------------------------------------------------------------------------------

|(3) | As stated in the Form 8-K filed on January 22, 2016, Mr. Winchester left the Company effective January 19, 2016.
|--- | ----------------------------------------------------------------------------------------------------------------

|(4) | As stated in the Form 8-K filed on January 22, 2016, Mr. Dahlberg left the Company effective January 19, 2016.
|--- | --------------------------------------------------------------------------------------------------------------

Each NEO participates in our welfare benefit plans and fringe benefit, vacation and expense reimbursement policies. Each employment agreement
provides for certain payments in the event of an NEOs termination. The termination payments are discussed below under the heading Potential Payments Upon Termination or Change of Control. Each employment agreement contains certain
restrictive covenants that generally prohibit our NEOs from (i) competing against us, (ii) disclosing information that is confidential to us and our subsidiaries and (iii) during the employment term and for each NEO, a period of
months equal to the product of 12 times the severance multiple of that NEO, as described below, thereafter, from soliciting or hiring our employees and those of our subsidiaries or soliciting our customers.

Effective March 21, 2017 as part of our Reorganization Plan, we have entered into new employment agreements with Mr. Reynolds,
Mr. Evans and Mr. Miller. The three primary differences between the new employment agreements and the prior agreements were: (i) the base salary reflected in the agreement was increased to the current salary, reflecting merit
increases awarded since the prior employment agreement was executed; (ii) severance multiples for change in control events as well as termination without cause were reduced; and (iii) references to stock grants under the 2010 Plan were
deleted and replaced with eligibility to participate in management incentive plans as determined by the Board. Because Mr. Reynolds was named Chief Executive Officer upon the retirement of Mr. Fischer, there were additional changes to his
employment agreement, including an increase in his Target Annual AIM Bonus from 90% to 100% and the elimination of fringe benefits related to his private use of the Companys airplane.

Compensation Committee Report

The
Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis with management and, based on such review and discussions, recommended to the Board that the Compensation Discussion and Analysis be included in this
Amendment No. 1 to Annual Report on Form 10-K.



| |  |                          
| |  | -------------------------
| |  | Douglas E. Brooks (Chair)
| |  | Matthew D. Cabell        
| |  | Samuel Langford          

Compensation Committee Interlocks and Insider Participation

In 2010, the Board established a compensation committee. All members of the Board were appointed to the Compensation Committee. Messrs. Charles
A. Fischer, Mark A. Fischer, Behrens, Jaudes and Reynolds served on the Compensation Committee throughout the entire fiscal year 2016. None of our executive officers serves on the board of directors or compensation committee of a company that has an
executive officer that serves on our Board or Compensation Committee. No member of our Board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors or compensation committee of that
company.



9



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##### Table of Contents

Summary Compensation Table

The following table below summarizes the total compensation paid to or earned by each of the NEOs for the fiscal years ended December 31,
2016, 2015, and 2014. We have also included the total compensation information for two individuals which were not employed by the Company on December 31, 2016, but would have been considered Named Executive Officers based on their total
compensation during 2016 if they had been so employed.



|                                                                                                |  |      |      |  |           |         |         |             |  |         |                    |  |   |                             |   |  |          |        |         |  |  |           |           | 
|----------------------------------------------------------------------------------------------- |  | ---- | ---- |  | --------- | ------- | ------- | ----------- |  | ------- | ------------------ |  | - | --------------------------- | - |  | -------- | ------ | ------- |  |  | --------- | --------- | 
|Name and Principal Position                                                                     |  | Year |      |  | Salary($) |         |         | Bonus($)(1) |  |         | Stock awards($)(2) |  |   | All othercompensation($)(3) |   |  | Total($) |       
|K. Earl ReynoldsChief Executive Officer                                                         |  |      | 2016 |  |           | $       | 530,424 |             |  | $       | 563,310            |  |   |                             |  |  |          | $      | 40,725  |  |  | $         | 1,134,459 | 
|                                                                                                |  | 2015 |      |  |           | 530,424 |         |             |  | 513,572 |                    |  |   |                            |   |  |          | 35,765 |         |  |  | 1,079,761 |          
|                                                                                                |  | 2014 |      |  |           | 500,400 |         |             |  | 288,230 |                    |  | $ | 2,449,171                   |   |  |          | 39,211 |         |  |  | 3,277,012 |          
|                                                                                                |  |      |      |  |           |        
|Mark A. FischerFormer Chairman andformer Chief Executive Officer                                |  |      | 2016 |  |           | $       | 830,305 |             |  | $       |                   |  |   |                             |  |  |          | $      | 85,467  |  |  | $         | 915,772   | 
|                                                                                                |  | 2015 |      |  |           | 830,305 |         |             |  | 896,729 |                    |  |   |                            |   |  |          | 59,485 |         |  |  | 1,786,519 |          
|                                                                                                |  | 2014 |      |  |           | 783,307 |         |             |  | 501,316 |                    |  | $ | 2,020,884                   |   |  |          | 86,464 |         |  |  | 3,391,971 |          
|                                                                                                |  |      |      |  |           |        
|Joseph O. EvansChief Financial Officer andExecutive Vice President                              |  |      | 2016 |  |           | $       | 448,914 |             |  | $       | 423,775            |  |   |                             |  |  |          | $      | 40,332  |  |  | $         | 913,021   | 
|                                                                                                |  | 2015 |      |  |           | 448,914 |         |             |  | 323,218 |                    |  |   |                            |   |  |          | 38,835 |         |  |  | 810,967   |          
|                                                                                                |  | 2014 |      |  |           | 424,865 |         |             |  | 218,899 |                    |  | $ | 808,486                     |   |  |          | 40,429 |         |  |  | 1,492,679 |          
|                                                                                                |  |      |      |  |           |        
|James M. MillerSenior Vice PresidentOperations                                                 |  |      | 2016 |  |           | $       | 391,540 |             |  | $       | 323,412            |  |   |                             |  |  |          | $      | 46,059  |  |  | $         | 761,011   | 
|                                                                                                |  | 2015 |      |  |           | 391,540 |         |             |  | 296,004 |                    |  |   |                            |   |  |          | 42,891 |         |  |  | 730,435   |          
|                                                                                                |  | 2014 |      |  |           | 375,540 |         |             |  | 168,242 |                    |  | $ | 808,486                     |   |  |          | 37,092 |         |  |  | 1,389,360 |          
|                                                                                                |  |      |      |  |           |        
|Jeffery D. Dahlberg (4)(5)Former Senior Vice PresidentExploration and
Production Business Unit |  |      | 2016 |  |           | $       | 22,882  |             |  | $       |                   |  |   |                             |  |  |          | $      | 802,451 |  |  | $         | 825,333   | 
|                                                                                                |  | 2015 |      |  |           | 338,750 |         |             |  | 170,730 |                    |  |   |                            |   |  |          | 34,493 |         |  |  | 543,973   |          
|                                                                                                |  | 2014 |      |  |           | 322,750 |         |             |  | 144,592 |                    |  | $ | 808,486                     |   |  |          | 37,840 |         |  |  | 1,313,668 |          
|                                                                                                |  |      |      |  |           |        
|David R. Winchester (4)Former Senior Vice PresidentDrilling                                    |  |      | 2016 |  |           | $       | 22,027  |             |  | $       |                   |  |   |                             |  |  |          | $      | 689,274 |  |  | $         | 711,301   | 
|                                                                                                |  | 2015 |      |  |           | 332,000 |         |             |  |        |                    |  |   |                            |   |  |          | 28,690 |         |  |  | 360,690   |          
|                                                                                                |  | 2014 |      |  |           | 87,500  |         |             |  | 39,200  |                    |  | $ | 3,308,462                   |   |  |          | 4,633  |         |  |  | 3,439,795 |          



|(1) | Bonuses were performance-based cash incentives under our AIM program. Bonuses attributable to a fiscal year are paid the following year.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

|(2) | The values shown are the aggregate grant date fair value for initial awards or the incremental fair value as of the modification date for modified awards, computed in accordance with FASB ASC Topic 718.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Perquisites and other compensation are limited in scope and in 2016 were primarily comprised of Company 401(k) matching; Company automobile and airplane usage; and employer-paid medical benefits including accidental
death and dismemberment, dental, life, medical and long-term and short-term disability coverage. In 2016, Mr. Dahlberg and Mr. Winchester received severance benefits, as described in the subsequent section Payments Made Upon
Termination Without Cause or by the NEO for Good Reason Not Following a Change in Control, which are included in All other compensation.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | As stated in the Form 8-K filed on January 22, 2016, each of Messrs. Dahlberg and Winchester left the Company effective January 19, 2016 and was not serving as an NEO on
December 31, 2016.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | As Mr. Dahlberg elected to have his severance benefit paid out over 18 months, a portion of the severance was unpaid as of the Petition Date. The remaining unpaid severance was deemed to be a general unsecured
claim and settled in accordance with the provisions of the Reorganization Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10



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##### Table of Contents

Grants of Plan-Based Awards in 2016

No equity-based awards were granted in 2016 for any NEO.

Outstanding Equity Awards at Fiscal Year-End 2016

The following table shows outstanding restricted stock awards for each NEO as of December 31, 2016. Upon our emergence from Chapter 11
bankruptcy on March 21, 2017, all existing equity was cancelled, including all outstanding restricted stock awards for each NEO.



|                    |  |                                                   |       |  |                                                         |   |   |                                                   |  |  |                                                         |  |  |   |   | 
|------------------- |  | ------------------------------------------------- | ----- |  | ------------------------------------------------------- | - | - | ------------------------------------------------- |  |  | ------------------------------------------------------- |  |  | - | - | 
|                    |  | Time Vested Awards                                |       |  | Performance Vested Awards                               |  
|Name                |  | Number ofShares of StockThat Have NotVested(#)(1) |       |  | Market Value ofShares of StockThat Have NotVested($)(2) |   |   | Number ofShares of StockThat Have NotVested(#)(3) |  |  | Market Value ofShares of StockThat Have NotVested($)(4) | 
|K. Earl Reynolds    |  |                                                   | 1,607 |  |                                                         | $ |  |                                                   |  |  | 4,774                                                   |  |  | $ |  | 
|Mark A. Fischer     |  |                                                   | 1,992 |  |                                                         |   |  |                                                   |  |  | 7,968                                                   |  |  |   |  | 
|Joseph O. Evans     |  |                                                   | 798   |  |                                                         |   |  |                                                   |  |  | 3,187                                                   |  |  |   |  | 
|James M. Miller     |  |                                                   | 798   |  |                                                         |   |  |                                                   |  |  | 3,187                                                   |  |  |   |  | 
|David R. Winchester |  |                                                   |      |  |                                                         |   |  |                                                   |  |  |                                                        |  |  |   |  | 
|Jeffery D. Dahlberg |  |                                                   |      |  |                                                         |   |  |                                                   |  |  |                                                        |  |  |   |  | 



|(1) | Initial grants of the Time Vested restricted stock awards vest over a five-year period.
|--- | ---------------------------------------------------------------------------------------

|(2) | The table assumes an estimated fair value per share of $0.00 as of December 31, 2016 based on the relevant provisions of the Reorganization Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Initial grants of Performance Vested restricted stock awards vest as one-time awards specified in the respective employment agreements.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

|(4) | The table assumes an estimated fair value per share of $0.00 as of December 31, 2016 based on the relevant provisions of the Reorganization Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------

2016 Stock Vested

The following table
shows restricted stock awards that vested during the year ended December 31, 2016 for each NEO that participated in the 2010 Plan. Upon our emergence from Chapter 11 bankruptcy on March 21, 2017, all existing equity was cancelled,
including all restricted stock award that vested during the year ended December 31, 2016.



|                        |  |                                            |     |  |                             |   |        | 
|----------------------- |  | ------------------------------------------ | --- |  | --------------------------- | - | ------ | 
|                        |  | Time Vested Restricted Stock Awards        |    
|Name                    |  | Number ofShares of StockThat HaveVested(#) |     |  | Value Realizedon Vesting($) |  
|K. Earl Reynolds (1)    |  |                                            | 912 |  |                             | $ | 17,054 | 
|Mark A. Fischer (2)     |  |                                            | 996 |  |                             |   | 18,625 | 
|Joseph O. Evans (3)     |  |                                            | 398 |  |                             |   | 7,443  | 
|James M. Miller (4)     |  |                                            | 398 |  |                             |   | 7,443  | 
|Jeffery D. Dahlberg (5) |  |                                            | 989 |  |                             |   | 18,494 | 
|David R. Winchester (6) |  |                                            | 912 |  |                             |   | 17,054 | 



|(1) | In 2016, we withheld 235 vested shares to pay taxes of $4,395.
|--- | --------------------------------------------------------------

|(2) | In 2016, we withheld 376 vested shares to pay taxes of $7,031.
|--- | --------------------------------------------------------------

|(3) | In 2016, we withheld 98 vested shares to pay taxes of $1,833.
|--- | -------------------------------------------------------------

|(4) | In 2016, we withheld 126 vested shares to pay taxes of $2,356.
|--- | --------------------------------------------------------------

|(5) | In 2016, we withheld 348 vested shares to pay taxes of $6,508.
|--- | --------------------------------------------------------------

|(6) | In 2016, we withheld 294 vested shares to pay taxes of $5,498.
|--- | --------------------------------------------------------------

Pension Benefits in 2016

No pension benefits were granted in 2016 for any NEO.



11



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##### Table of Contents

Nonqualified Deferred Compensation in 2016

No nonqualified deferred compensation was granted in 2016 for any NEO.

Potential Payments Upon Termination or Change in Control

Employment Agreements with our NEOs

Our employment agreements with our NEOs obligate us to pay certain separation benefits to them in the event of voluntary termination,
termination without cause, termination for good reason and termination in the event of disability or death. As further discussed under  Principal Executive Officers Retirement Agreement, Mr. Fischers employment
agreement is no longer in effect. Additionally, as reported on the Companys Form 8-K filed on January 22, 2016, each of Messrs. Dahlberg and Winchester left the Company effective January 19,
2016, resulting in the termination of each of their respective employment agreements with the Company.

The term disability
means the NEOs incapacity due to physical or mental illness whereby the NEO is substantially unable to perform his duties under the employment agreement (with or without reasonable accommodation, as defined under the Americans With
Disabilities Act) for a period of six consecutive months. The term cause means termination for one of the following reasons:



| |  |  | the NEOs conviction of, or entry by the NEO of a guilty or no contest plea to a felony or crime involving moral turpitude;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | the NEOs willful commission of an act of fraud or dishonesty resulting in economic or financial injury to us or any affiliate;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | the NEOs willful failure to substantially perform or gross neglect of his duties, including, but not limited to, the failure to follow any lawful directive of our Chief Executive Officer, within the reasonable
scope of the NEOs duties;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the NEOs performance of unapproved acts materially detrimental to us or any affiliate;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | the NEOs use of narcotics, alcohol, or illicit drugs in a manner that has or may reasonably be expected to have a detrimental effect on his performance of his duties as our employee or on the reputation of the
Company or any affiliate;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the NEOs commission of a material violation of any of our rules or policies which results in injury to us; or
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | the NEOs material breach of the employment agreement.
| | - |  | ------------------------------------------------------

In Mr. Fischers case, the
term cause also included:



| |  |  | the occurrence or existence of any event constituting Cause, with respect to Mr. Fischer under our Second Amended and Restated Certificate of Incorporation, as amended and restated on April 12,
2010; (the Certificate of Incorporation);
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a material breach by us of Article 7 of the Certificate of Incorporation caused by specific acts or omissions of Mr. Fischer, provided that we fail to remedy such breach within 90 days after we have knowledge
of the initial existence of such breach; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a material breach by Fischer Investments, L.L.C. of that certain Stockholders Agreement dated April 12, 2010.
| | - |  | --------------------------------------------------------------------------------------------------------------

The term good reason means the occurrence, without the written consent of the NEO, of one of the events set forth below:



| |  |  | a material diminution in the NEOs authority, duties or responsibilities, combined with a demotion in the NEOs pay grade ranking;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | the reduction by us of the NEOs base salary by more than 10% (unless done so for all of our executive officers);
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | the requirement that the NEO be based at any office or location that is more than 50 miles from our principal executive offices, except for travel reasonably required in the performance of the NEOs
responsibilities; or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any other action or inaction that constitutes a material breach by us under the employment agreement.
| | - |  | -----------------------------------------------------------------------------------------------------



12



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##### Table of Contents

The term change in control means:



| |  |  | the consummation of any transaction or series of related transactions involving the sale of our outstanding securities (but excluding a public offering of our capital stock) for securities or other consideration issued
or paid or caused to be issued or paid by such other corporation or an affiliate thereof and which results in our shareholders (or their affiliates) immediately prior to such transaction not holding at least a majority of the voting power of the
surviving or continuing entity following such transaction; or
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the consummation by us (whether directly involving us or indirectly involving us through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or
other disposition of all or substantially all of our assets or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction which results in our voting securities outstanding immediately before the
transaction continuing to represent (either by remaining outstanding or by being converted into our voting securities or the person that, as a result of the transaction, controls, directly or indirectly, us or owns, directly or indirectly, all or
substantially all of our assets or otherwise succeeds to our business), directly or indirectly, at least a majority of the combined voting power of the successor entitys outstanding voting securities immediately after the transaction.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Payments Made Upon Termination Without Cause or by the NEO for Good Reason Not Following a Change in Control

In the event an NEOs employment is terminated without cause or by the NEO for good reason at any time that is not within two years after
the occurrence of a change in control, we will be obligated:



| |  |  | to pay to the NEO an amount equal to the severance multiple, as specified in the NEOs employment agreement, times the sum of (x) the NEOs base salary in effect on the date of termination plus
(y) the annual bonus granted to the NEO for the fiscal year immediately on or preceding the date of termination, payable in the form of a salary continuation for a period of months equal to the product of 12 times the severance multiple;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | subject to certain limitations, to maintain for a period of 18 months following the date of termination, participation by the NEO (and his spouse and/or eligible dependents, as applicable) in our medical,
hospitalization, and dental programs maintained for the benefit of our executive officers as in effect on the date of termination, at such level and terms and conditions (including, without limitation, contributions required by the NEO for such
benefits) as in effect on the date of termination (the Termination Welfare Benefits);
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | to pay to the NEO any earned but unpaid base salary, annual bonus from prior years, and vacation pay in the form of a lump sum payment; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | to pay to the NEO any unreimbursed reasonable business expenses incurred by the NEO on our behalf in the form of a lump sum payment.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------

The following table quantifies amounts that would have been paid pursuant to the employment agreements for each of our NEOs assuming a
termination took place on December 31, 2016, assuming all accrued compensation and reimbursable expenses had been paid on December 31, 2016 and assuming such termination was a termination without cause or by the NEO for good reason not
following a change in control.



|                        |  |             |         |  |              |   |         |                    |  |  |          |  |  |       |        |  |  |   |           | 
|----------------------- |  | ----------- | ------- |  | ------------ | - | ------- | ------------------ |  |  | -------- |  |  | ----- | ------ |  |  | - | --------- | 
|Name                    |  | Base Salary |         |  | Annual Bonus |   |         | Severance Multiple |  |  | Benefits |  |  | Total |       
|K. Earl Reynolds        |  | $           | 530,424 |  |              | $ | 563,310 |                    |  |  | 2.0      |  |  | $     | 40,725 |  |  | $ | 2,248,555 | 
|Mark A. Fischer         |  |             | 830,305 |  |              |   |        |                    |  |  | 2.5      |  |  |       | 85,467 |  |  |   | 2,203,963 | 
|Joseph O. Evans         |  |             | 448,914 |  |              |   | 423,775 |                    |  |  | 2.0      |  |  |       | 40,332 |  |  |   | 1,805,876 | 
|James M. Miller         |  |             | 391,540 |  |              |   | 323,412 |                    |  |  | 1.5      |  |  |       | 46,059 |  |  |   | 1,141,517 | 
|Jeffery D. Dahlberg(1)  |  |             | 338,750 |  |              |   |        |                    |  |  | 1.5      |  |  |       |       |  |  |   | 508,125   | 
|David R. Winchester (2) |  |             | 332,000 |  |              |   |        |                    |  |  | 1.5      |  |  |       |       |  |  |   | 498,000   | 



|(1) | As stated in the Form 8-K filed on January 22, 2016, Mr. Dahlberg left the Company effective January 19, 2016 and was not serving as an NEO on December 31,
2016. The disclosure in this paragraph for Mr. Dahlberg includes calculations related to his departure effective January 19, 2016. See Summary Compensation Table for information regarding actual total compensation paid to
Mr. Dahlberg in 2016.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | As stated in the Form 8-K filed on January 22, 2016, Mr. Winchester left the Company effective January 19, 2016 and was not serving as an NEO on December 31,
2016. The disclosure in this paragraph for Mr. Winchester includes calculations related to his departure effective January 19, 2016. See Summary Compensation Table for information regarding actual total compensation paid
to Mr. Dahlberg in 2016.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Payments Made Upon Termination Without Cause or by the NEO for Good Reason Following a Change
in Control

If at any time within two years after a change in control (CiC), the NEOs employment is terminated
without cause or by the NEO for good reason, we will be obligated:



| |  |  | to pay to the NEO an amount equal to the CiC severance multiple, as specified in the NEOs employment agreement, times the sum of (x) the NEOs base salary in effect on the date of termination plus
(y) the annual bonus granted to the NEO for the fiscal year immediately on or preceding the date of termination, payable in the form of a salary continuation for a period of months equal to the product of 12 times the CiC Multiple, or in
the form of a lump sum payment if the CiC occurs as a result of the sale or other disposition of all or substantially all of the Companys assets;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | subject to certain limitations, to provide the Termination Welfare Benefits;
| | - |  | ----------------------------------------------------------------------------



| |  |  | to pay to the NEO any earned but unpaid base salary, annual bonus from prior years and vacation pay in the form of a lump sum payment; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | to pay to the NEO any unreimbursed reasonable business expenses incurred by the NEO on our behalf in the form of a lump sum payment.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------

The following table quantifies amounts that would have been paid pursuant to the employment agreements for each of our NEOs assuming a
termination took place on December 31, 2016, assuming all accrued compensation and reimbursable expenses had been paid on December 31, 2016 and assuming such termination was a termination without cause or by the NEO for good reason
following a CiC. Messrs. Dahlberg and Winchester have not been included in the table below because they were no longer serving as NEOs of the Company at the end of the last completed fiscal year.



|                 |  |             |         |  |              |   |         |                    |  |  |          |  |  |       |        |  |  |   |           | 
|---------------- |  | ----------- | ------- |  | ------------ | - | ------- | ------------------ |  |  | -------- |  |  | ----- | ------ |  |  | - | --------- | 
|Name             |  | Base Salary |         |  | Annual Bonus |   |         | Severance Multiple |  |  | Benefits |  |  | Total |       
|K. Earl Reynolds |  | $           | 530,424 |  |              | $ | 563,310 |                    |  |  | 2.5      |  |  | $     | 40,725 |  |  | $ | 2,795,422 | 
|Mark A. Fischer  |  |             | 830,305 |  |              |   |        |                    |  |  | 3.0      |  |  |       | 85,467 |  |  |   | 2,619,116 | 
|Joseph O. Evans  |  |             | 448,914 |  |              |   | 423,775 |                    |  |  | 2.5      |  |  |       | 40,332 |  |  |   | 2,242,220 | 
|James M. Miller  |  |             | 391,540 |  |              |   | 323,412 |                    |  |  | 2.0      |  |  |       | 46,059 |  |  |   | 1,498,993 | 

Payments Made Upon Termination for Cause or by the NEO Without Good Reason

In the event an NEO is terminated for cause, or the NEO resigns without good reason, we have no further obligations to the NEO other than a
lump sum payment of the following amounts:



| |  |  | any earned but unpaid base salary, annual bonus from prior years and vacation pay; and
| | - |  | --------------------------------------------------------------------------------------



| |  |  | unreimbursed reasonable business expenses incurred by the NEO on our behalf, so long as the NEO was not fired for cause due to his misappropriation of Company funds.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

No amounts would have been paid pursuant to the employment agreements for each of our NEOs assuming a termination for cause or by the NEO
without good reason took place on December 31, 2016, and assuming all accrued compensation and reimbursable expenses had been paid on December 31, 2016.

Payments Made Upon Death or Disability

In the event of an NEOs death or disability, we will be obligated to pay to the NEO:



| |  |  | any earned but unpaid base salary, annual bonus from prior years and vacation pay;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | unreimbursed reasonable business expenses incurred by the NEO on our behalf; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | a pro rata share of the annual bonus for the fiscal year in which the termination of employment occurs.
| | - |  | -------------------------------------------------------------------------------------------------------



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No amounts would have been paid pursuant to the employment agreements for each of our NEOs
assuming an event of death or disability took place on December 31, 2016, and assuming all accrued compensation or reimbursable expenses had been paid on December 31, 2016.

Payments of separation benefits may be delayed if (i) the NEO is a specified employee within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended (Section 409A), as of the date of his separation from service and (ii) the amount of any separation benefits payable to him are subject to Section 409A. In such instance, the
separation benefits will not be paid to the NEO until six months after the date of separation from service, or, if earlier, the date of his death.

Other Payments Made Upon Termination, Retirement, Death or Disability

Certain accelerated vesting provisions under the 2010 Plan would have applied to each NEOs restricted stock awards if the NEOs
employment was terminated without cause or by the NEO for good reason. However, as of December 31, 2016, the Companys equity shares were valued at $0.00 and thus the monetary obligation under the accelerated vesting provisions would have
been nil.

Regardless of the manner in which an NEOs employment is terminated, he is entitled to receive amounts earned during his
term of employment, including unused vacation pay and bonuses earned but not yet paid under the Annual Officers Bonus.

Additionally, if
an NEO is terminated due to death or disability, that NEO will receive benefits under our disability plan or payments under our life insurance plan.

Principal Executive Officers Retirement Agreement

On January 5, 2017, the Bankruptcy Court entered an order approving a retirement agreement and general release with Mr. Mark A. Fischer
(the Retirement Agreement) in connection with his retirement as an employee of the Company and resignation from the Board. Upon Mr. Fischers retirement, K. Earl Reynolds, the Companys former President and Chief Operating
Officer, was appointed President and Chief Executive Officer. Subject to the Retirement Agreement, on March 23, 2017, the Company remitted a cash payment approximately $3.15 million to Mr. Fischer, in addition to accrued and unpaid
benefits or obligations previously paid under the Retirement Agreement. On April 4, 2018, the Company issued warrants to Mr. Fischer allowing a cashless exercise to purchase up to 140,023 of the Class A Shares of the reorganized Company on a
fully diluted basis. The fair value of the warrants was estimated to be $0.1 million. In addition, the Company transferred title to certain personal property, including the Companys airplane valued at approximately $1.0 million, an automobile
and certain office furniture to Mr. Fischer.

For a period of twenty-four (24) months after his retirement, Mr. Fischer will be
subject to non-solicitation restrictions and non-competition restrictions as set forth in the Retirement Agreement. Mr. Fischer will also be subject to
confidentiality restrictions as set forth in the Retirement Agreement. The Retirement Agreement also contains other customary provisions, some incorporated by reference into Mr. Fischers employment agreement.

Director Compensation

Members of our
Board did not receive compensation for their services as members of the Board in 2016. We did, however, reimburse our directors for all reasonable out-of-pocket costs
and expenses incurred by them in connection with their service as a director.

Following our emergence from bankruptcy, the Board adopted
a new cash compensation plan for non-employee directors:



| |  |  | an annual cash retainer of $100,000 to any non-employee Chairman of the Board, payable quarterly in arrears and pro-rated for any periods
of partial service;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an annual cash retainer of $65,000 to each non-employee director (other than the Chairman of the Board), payable quarterly in arrears and
pro-rated for any periods of partial service; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an additional annual cash retainer of $20,000, $15,000 and $12,500 for the Chairman of the Audit, Compensation, and Governance Committees, respectively, payable quarterly in arrears and
pro-rated for any periods of partial service.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We will continue to reimburse all of our directors
for all reasonable out-of-pocket costs and expenses incurred by them in connection with their service as a director.

The Board has approved an equity component of compensation for non-employee directors; however, such additional compensation has not yet been
issued as valuation and other specific features of the stock awards have not yet been finalized. It is expected that all non-employee directors will receive a one-time grant of $501,000 in restricted stock, with such awards representing three times
an annual equity retainer of $167,000 and vesting in 1/3 increments on the first, second and third anniversary of the award date.



15



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##### Table of Contents

Compensation Policies and Risk Management

While our Board strives to create incentives that encourage a level of risk-taking behavior consistent with our business strategy, our
compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our operations or financial condition.



16



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##### Table of Contents

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The table below sets forth information, as of March 21, 2017, the amount and percentage of our outstanding shares of
common stock beneficially owned by (i) each person known by us to own beneficially more than 5% of our outstanding common stock, (ii) each director, (iii) each of the NEOs, and (iv) all of our directors and executive officers as
a group.



|                                                               |  |                      |           |  |            |  |   |            |  |  |                |   |  |  |       |  
|-------------------------------------------------------------- |  | -------------------- | --------- |  | ---------- |  | - | ---------- |  |  | -------------- | - |  |  | ----- | -
|                                                               |  | Beneficial ownership |           |  | % of Total | 
|Name                                                           |  | Number               |           |  | Class      |  |   | % of Class |  |  | Outstanding(1) |  
|Silver Point Capital, L.P. (2)                                 |  |                      | 3,937,922 |  |            |  | A |            |  |  | 10.63          | % |  |  |       |  
|Two Greenwich Plaza, First Floor
Greenwich, CT 06830           |  |                      | 827,190   |  |            |  | B |            |  |  | 10.53          | % |  |  | 10.61 | %
|Contrarian Capital Management, LLC (3)                         |  |                      | 2,733,278 |  |            |  | A |            |  |  | 7.38           | % |  |  |       |  
|411 West Putnam Avenue, Suite 425
Greenwich, Connecticut 06830 |  |                      | 574,794   |  |            |  | B |            |  |  | 7.32           | % |  |  | 7.37  | %
|Lord, Abbett & Co. LLC (4)                                     |  |                      | 2,531,857 |  |            |  | A |            |  |  | 6.83           | % |  |  |       |  
|90 Hudson Street
Jersey City, New Jersey 07302                 |  |                      | 532,436   |  |            |  | B |            |  |  | 6.78           | % |  |  | 6.82  | %
|JP Morgan Securities LLC                                       |  |                      | 2,026,618 |  |            |  | A |            |  |  | 5.47           | % |  |  |       |  
|4 Metrotech Center
Brooklyn, New York 11245                    |  |                      | 434,064   |  |            |  | B |            |  |  | 5.52           | % |  |  | 5.48  | %
|PPM America, Inc. (5)                                          |  |                      | 2,029,813 |  |            |  | A |            |  |  | 5.48           | % |  |  |       |  
|225 W Wacker Drive, Suite 1200
Chicago, IL 60606               |  |                      | 426,698   |  |            |  | B |            |  |  | 5.43           | % |  |  | 5.47  | %
|All executive officers and directors as a group (9 persons)(6) |  |                      | 0         |  |            |  |  |            |  |  |               |   |  |  | 0.0   | %



|(1) | Based on 44,904,514 shares of our common stock (37,048,110 shares of Class A and 7,856,404 shares of Class B) issued and outstanding on
March 21, 2017.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Silver Point serves as investment manager to the following holders of shares of the Companys common stock: Silver Point Capital Fund, L.P. and Silver Point Capital Offshore Master Fund, L.P.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Contrarian Capital Management, L.L.C. serves as Investment Manager to each of the following holders of shares of the Companys common stock: Contrarian Capital Fund I, L.P., CCM
Pension-A, L.L.C., CCM Pension-B, L.L.C., Contrarian Dome DU Gouter Master Fund, LP, Contrarian Centre Street Partnership, L.P., Contrarian Opportunity Fund, L.P.,
Contrarian Capital Senior Secured, L.P., Contrarian Capital Trade Claims, L.P., and Contrarian Advantage-B, LP.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Lord, Abbett & Co, LLC serves as investment advisor to multiple accounts holdings shares of the Companys common stock.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(5) | PPM America, Inc. serves as attorney in fact for the following holders of shares of the Companys common stock: Jackson National Life Insurance Company, Jackson National Life Insurance Company of New York,
Eastspring Investments (Singapore) Limited on behalf of Eastspring Investments US Strategic Bond Fund, Eastspring Investments (Singapore) Limited on behalf of Eastspring Investments US High Yield Bond Fund, Jackson Variable Series Trust on behalf of
JNL/PPM American Long Short Credit Fund, JNL Strategic Income Fund, LLC, Jackson Variable Series Trust on behalf of JNL/PPM America High Yield Bond Fund and The Prudential Assurance Company on behalf of sub accounts with Profits Life Fund US 
Ordinary Business Account, Scottish Amicable Capital Support Fund and Scottish Amicable Insurance Fund.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Upon our emergence from Chapter 11 bankruptcy on March 21, 2017, all existing equity was cancelled and we issued new common stock to the previous holders of our senior notes and certain general unsecured creditors
whose claims were impaired as a result of our bankruptcy, as well as to certain other parties as set forth in the Reorganization Plan. As a result, our directors and executive officers are not currently beneficial owners of any shares of our
outstanding common stock. The address of directors and officers is in care of Chaparral Energy, Inc., 701 Cedar Lake Boulevard, Oklahoma City, Oklahoma 73114.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Securities Authorized for Issuance under Our 2010 Plan

The following table provides information for all equity compensation plans as of December 31, 2016, under which our equity securities were
authorized for issuance. As discussed previously, the 2010 Plan was cancelled upon our emergence from bankruptcy.



|                                                           |  |                                                                                              |   |  |                                                                               |  |   |                                                                                                                                           |  |  |        |    
|---------------------------------------------------------- |  | -------------------------------------------------------------------------------------------- | - |  | ----------------------------------------------------------------------------- |  | - | ----------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ | ---
|Plan Category                                              |  | Number of Securitiesto be Issued uponExercise ofOutstanding 
Options,Warrants, and Rights(a) |   |  | Weighted AverageExercise Price ofOutstanding Options,Warrants, and 
Rights(b) |  |   | Number of SecuritiesRemaining Available forFuture Issuance underEquity 
CompensationPlans (ExcludingSecurities Reflectedin Column (a))(c) | 
|Equity compensation plans approved by security holders     |  |                                                                                              |  |  |                                                                               |  |  |                                                                                                                                           |  |  |       |    
|Equity compensation plans not approved by security holders |  |                                                                                              |  |  |                                                                               |  |  |                                                                                                                                           |  |  | 47,693 | (1)
|                                                           |  |                                                                                              |   |  |                                                                               |  |   |                                                                                                                                           |  |  |        |    
|Total                                                      |  |                                                                                              |  |  |                                                                               |  |  |                                                                                                                                           |  |  | 47,693 |    
|                                                           |  |                                                                                              |   |  |                                                                               |  |   |                                                                                                                                           |  |  |        |    



|(1) | This number reflects shares that were available for issuance under our 2010 Plan as of December 31, 2016. In addition, shares related to grants that were terminated, canceled, expired unexercised, or settled in such
manner that all or some of the shares were not issued to a participant or were surrendered unvested immediately became available for issuance.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Securities Presently Authorized for Issuance under Our 2017 MIP

The following table provides information for all equity compensation plans as of April 30, 2017, under which our equity securities were
authorized for issuance:



|                                                           |  |                                                                                              |   |  |                                                                               |  |   |                                                                                                                                           |  |  |           |    
|---------------------------------------------------------- |  | -------------------------------------------------------------------------------------------- | - |  | ----------------------------------------------------------------------------- |  | - | ----------------------------------------------------------------------------------------------------------------------------------------- |  |  | --------- | ---
|Plan Category                                              |  | Number of Securitiesto be Issued uponExercise ofOutstanding 
Options,Warrants, and Rights(a) |   |  | Weighted AverageExercise Price ofOutstanding Options,Warrants, and 
Rights(b) |  |   | Number of SecuritiesRemaining Available forFuture Issuance underEquity 
CompensationPlans (ExcludingSecurities Reflectedin Column (a))(c) | 
|Equity compensation plans approved by security holders     |  |                                                                                              |  |  |                                                                               |  |  |                                                                                                                                           |  |  |          |    
|Equity compensation plans not approved by security holders |  |                                                                                              |  |  |                                                                               |  |  |                                                                                                                                           |  |  | 3,385,753 | (1)
|                                                           |  |                                                                                              |   |  |                                                                               |  |   |                                                                                                                                           |  |  |           |    
|Total                                                      |  |                                                                                              |  |  |                                                                               |  |  |                                                                                                                                           |  |  | 3,385,753 |    
|                                                           |  |                                                                                              |   |  |                                                                               |  |   |                                                                                                                                           |  |  |           |    



|(1) | This number reflects shares available for issuance under our 2017 MIP. Our Reorganization Plan did not include additional requirements for the 2017 MIP, and any vesting, adjustment provisions, options, or similar
features of the 2017 MIP will be determined by the Board. In addition, shares related to future grants that are terminated, canceled, expire unexercised, or settled in such manner that all or some of the shares are not issued to a participant or are
surrendered unvested shall immediately become available for future issuance.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

Transactions with Related Persons, Promoters and Certain Control Persons

Stockholders Agreement

On April 12, 2010, CCMP Capital Investors II (AV-2), L.P., CCMP Energy I LTD., and CCMP Capital
Investors (Cayman) II, L.P. the Company, CHK Energy Holdings, Altoma Energy GP, and Fischer Investments, L.L.C. entered into a Stockholders Agreement. The Stockholders Agreement provided for certain general rights and restrictions, including board
observer rights, informational rights, general restrictions on transfer of common stock, tag-along rights, preemptive rights, registration rights following a Qualified IPO (as defined in the Stockholders
Agreement) and, subject to certain limited exceptions, prohibitions on the sale or acquisition of our common stock that would result in a change of control, as such term was defined under our indentures for our senior notes. In connection with the
January 13, 2014 sale of our stock owned by CHK Energy Holdings to Healthcare of Ontario Pension Plan Trust Fund, the Stockholders Agreement was amended and restated to provide certain stockholder-specific rights and restrictions. Pursuant to
our Reorganization Plan, upon our emergence from Chapter 11 bankruptcy on March 21, 2017, the Amended and Restated Stockholders Agreement was cancelled.

Reorganization Stockholders Agreement

On the Effective Date pursuant to the Reorganization Plan, the Company entered into a new Stockholders Agreement (the Reorganization
Stockholders Agreement) with the holders of its common stock named therein to provide for certain general rights and restrictions for holders of common stock. The Reorganization Stockholders Agreement provides for certain general rights and
restrictions, including general restrictions, including:



| |  |  | restrictions on the authority of the Board to take certain actions, including but not limited to entering into (i) a merger, consolidation, or sale of all or substantially all of the Companys assets;
(ii) an acquisition outside the ordinary course of business or exceeding $125,000,000; (iii) an amendment, waiver or modification of the charter documents of the Company; (iv) an incurrence of new indebtedness that would result in the
aggregate indebtedness of the Company exceeding $650,000,000; and (v) with certain exceptions, an initial public offering on or prior to December 15, 2018, in each case without the approval of holders of at least two-thirds of the Companys outstanding common stock;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | restrictions on the authority of the Board to enter into or terminate affiliate transactions without the approval of a majority of disinterested members of the Board;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | pre-emptive rights granted to holders of at least 0.5% of the Companys outstanding common stock, allowing those holders to purchase their pro rata share of any issuances or
distributions of new securities by the Company;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | information rights and inspection rights;
| | - |  | -----------------------------------------



| |  |  | registration rights as described in the Registration Rights Agreement below; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | drag along and tag along rights.
| | - |  | --------------------------------

The rights and preferences of each stockholder under the
Reorganization Stockholders Agreement will generally terminate on the earliest of (i) the termination of the agreement by the unanimous written consent of all stockholders of the Company; (ii) the dissolution, liquidation or winding up of
the Company; or (iii) the listing of the Companys common stock on a U.S. national securities exchange registered with the SEC.

Registration Rights Agreement

On the Effective Date pursuant to the Reorganization Plan, the Company entered into a Registration Rights Agreement (the Registration
Rights Agreement) with the holders of its common stock named therein to provide for resale registration rights for the holders Registrable Securities (as defined in the Registration Rights Agreement).

Pursuant to the Registration Rights Agreement, the holders have customary underwritten offering and piggyback registration rights, subject to
the limitations set forth therein. Under their underwritten offering registration rights, one or more holders holding, collectively, at least 20% of the aggregate number of Registrable Securities have the right to demand that the Company file a
registration statement with the SEC, and further have the right to demand that the Company effectuate the distribution of any or all of



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##### Table of Contents

such holders Registrable Securities by means of an underwritten offering pursuant to an effective registration statement, subject to certain limitations described in the Registration Rights
Agreement. The holders piggyback registration rights provide that, if at any time the Company proposes to undertake a registered offering of Common Stock, whether or not for its own account, the Company must give at least 20 business
days notice to all holders of Registrable Securities to allow them to include a specified number of their shares in the offering.

These registration rights are subject to certain conditions and limitations, including the Companys right to delay or withdraw a
registration statement under certain circumstances. The Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether any Registrable Securities are sold
pursuant to a registration statement. The registration rights granted in the Registration Rights Agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as blackout periods and, if an
underwritten offering is contemplated, limitations on the number of shares to be included in the underwritten offering that may be imposed by the managing underwriter.

Indemnification Agreements

We have
indemnification agreements with Mark A. Fischer, K. Earl Reynolds, Joseph O. Evans, James M. Miller, Charles A. Fischer, Jr., Christopher Behrens and Will Jaudes. In addition, subsequent to the Effective Date, we entered into indemnification
agreements with each of Messrs. Heineman, Brooks, Cabell, Langford, Moore and Shellum. These indemnification agreements are intended to permit indemnification to the fullest extent now or hereafter permitted by the General Corporation Law of
Delaware. It is possible that the applicable law could change the degree to which indemnification is expressly permitted.

The
indemnification agreements cover expenses (including attorneys fees), judgments, fines and amounts paid in settlement incurred as a result of the fact that such person, in his capacity as a director or officer, is made or threatened to be made
a party to any suit or proceeding. The indemnification agreements will generally cover claims relating to the fact that the indemnified party is or was an officer, director, employee or agent of us or any of our affiliates, or is or was serving at
our request in such a position for another entity. The indemnification agreements will also obligate us to promptly advance all reasonable expenses incurred in connection with any claim. The indemnitee is, in turn, obligated to reimburse us for all
amounts so advanced if it is later determined that the indemnitee is not entitled to indemnification. The indemnification provided under the indemnification agreements is not exclusive of any other indemnity rights; however, double payment to the
indemnitee is prohibited.

We are not obligated to indemnify the indemnitee with respect to claims brought by the indemnitee against:



| |  |  | us, except for:
| | - |  | ---------------



| |  |  | claims regarding the indemnitees rights under the indemnification agreement;
| | - |  | -----------------------------------------------------------------------------



| |  |  | claims to enforce a right to indemnification under any statute or law; and
| | - |  | --------------------------------------------------------------------------



| |  |  | counter-claims against us in a proceeding brought by us against the indemnitee; or
| | - |  | ----------------------------------------------------------------------------------



| |  |  | any other person, except for claims approved by our Board.
| | - |  | ----------------------------------------------------------

We also maintain director and
officer liability insurance for the benefit of each of the above indemnitees. These policies include coverage for losses for wrongful acts and omissions and to ensure our performance under the indemnification agreements. Each of the indemnitees are
named as an insured under such policies and provided with the same rights and benefits as are accorded to the most favorably insured of our directors and officers.

Review, Approval or Ratification of Transactions with Related Persons

Our Board is responsible for approving all related party transactions between us and any officer or director that would potentially require
disclosure. The Board expects that any transactions in which related persons have a direct or indirect interest will be presented to the Board for review and approval but we have no written policy in place at this time.

Director Independence

As discussed above under the heading Director Independence, our Board uses the independence standards under the NYSE, and the Board
has determined that Messrs. Shellum, Moore, Langford, Brooks, Cabell and Heinemann are independent under these NYSE rules for purposes of service on the Board.



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##### Table of Contents

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Independent Auditor and Fees

Grant
Thornton LLP, our independent registered public accounting firm, audited our consolidated financial statements for fiscal year 2016. Grant Thornton LLP has billed us and our subsidiaries fees as set forth in the table below for (i) the audits
of our 2016 and 2015 annual financial statements, reviews of quarterly financial statements, and other documents filed with the SEC and (ii) assurance and other services reasonably related to the audit or review of our financial statements.



|                     |  |            |         |  |                   |   |        | 
|-------------------- |  | ---------- | ------- |  | ----------------- | - | ------ | 
|                     |  | Audit Fees |         |  | Audit-RelatedFees |  
|Fiscal year 2016 (1) |  | $          | 552,460 |  |                   | $ |       | 
|Fiscal year 2015 (1) |  | $          | 445,896 |  |                   | $ | 33,770 | 



|(1) | There were no fees billed in 2016 or 2015 that would constitute Tax Fees or All Other Fees.
|--- | -----------------------------------------------------------------------------------------------

Pre-Approval Policies and Procedures

We currently have three board committees: audit, compensation and corporate governance. Our Board has adopted policies regarding the pre-approval of auditor services. Specifically, the Board approves all services provided by the independent public accountants at its March meeting. All additional services must be
pre-approved on a case-by-case basis. Our Board reviews the actual and budgeted fees for the independent public accountants
periodically at regularly scheduled board meetings. All of the services provided by Grant Thornton LLP during fiscal year 2016 were approved by the Board.



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##### Table of Contents

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|(a) | Documents filed as part of this report
|--- | --------------------------------------



| | (1) | Financial Statements.
| | --- | ---------------------

See Index to Financial Statements appearing on page 68 of the
Original Report.



| | (2) | Financial Statement Schedules.
| | --- | ------------------------------

None.



| | (3) | Exhibits.
| | --- | ---------

The exhibits listed below in the Exhibit Index, following the Signatures
page, are filed, furnished or incorporated by reference pursuant to the requirements of Item 601 of Regulation S-K.



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##### Table of Contents

SIGNATURES

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
thereunto duly authorized.



CHAPARRAL ENERGY, INC.By:

/s/    K. Earl
ReynoldsName:

K. Earl ReynoldsTitle:

Chief Executive Officer(Principal Executive Officer)By:

/s/    Joseph O.
EvansName:

Joseph O. EvansTitle:

Chief Financial Officer and
Executive Vice President(Principal Financial Officer and
Principal Accounting Officer)


Date: May 1, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.



|                           |  |                                      |  |            
|-------------------------- |  | ------------------------------------ |  | -----------
|Signature                  |  | Title                                |  | Date       
|                           |  |                                     
|/s/    Robert F.
Heinemann |  | Chairman of the Board                |  | May 1, 2017
|Robert F. Heinemann        |  |                                      |  |            
|                           |  |                                     
|/s/    K. Earl
Reynolds    |  | Chief Executive Officer and Director |  | May 1, 2017
|K. Earl Reynolds           |  | (Principal Executive Officer)        |  |            
|                           |  |                                     
|/s/    Douglas E.
Brooks   |  | Director                             |  | May 1, 2017
|Douglas E. Brooks          |  |                                      |  |            
|                           |  |                                     
|/s/    Matthew D.
Cabell   |  | Director                             |  | May 1, 2017
|Matthew D. Cabell          |  |                                      |  |            
|                           |  |                                     
|/s/    Samuel
Langford     |  | Director                             |  | May 1, 2017
|Samuel Langford            |  |                                      |  |            
|                           |  |                                     
|/s/    Kenneth W.
Moore    |  | Director                             |  | May 1, 2017
|Kenneth W. Moore           |  |                                      |  |            
|                           |  |                                     
|/s/    Gysle
Shellum       |  | Director                             |  | May 1, 2017
|Gysle Shellum              |  |                                      |  |            



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##### Table of Contents

EXHIBIT INDEX



|           |  |                                                                                                          
|---------- |  | ---------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                              
|           | 
|31.1       |  | Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act.
|           | 
|31.2       |  | Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act.



24