CLR Continental Resources Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Rule 13e-100)

(Amendment No. 3)

Rule 13e-3 Transaction Statement Under Section 13(e)

of the Securities Exchange Act of 1934

CONTINENTAL RESOURCES, INC.

(Name of the Issuer)

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this Schedule 13E-3. Any representation to the contrary is a criminal offense.

ADDITIONAL FILERS

INTRODUCTION

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed on October 25, 2022 with the U.S. Securities and Exchange Commission (the “SEC”) (as amended or supplemented from time to time, including by Amendment No. 1 filed on November 7, 2022 with the SEC and Amendment No. 2 filed on November 10, 2022 with the SEC, the “Statement”) by (i) Continental Resources, Inc., an Oklahoma corporation (the “Company”), the issuer of the common stock that is the subject of the Rule 13e-3 transaction described below, (ii) the persons listed on the cover of this Schedule 13E-3 and (iii) the Additional Filers listed on the inside cover of this Schedule 13E-3.

This Amendment No. 3 relates to the cash tender offer by Omega Acquisition, Inc., an Oklahoma corporation (the “Purchaser”) incorporated by Harold G. Hamm (the “Founder”), a natural person residing in the State of Oklahoma and an affiliate of the Company, to acquire all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”) of the Company, other than: (i) Shares owned by the Founder, certain of the Founder’s family members and their affiliated entities (collectively, the “Founder Family Rollover Shareholders”); and (ii) Shares underlying unvested Company restricted stock awards (such Shares, together with the Shares referred to in clause (i), the “Rollover Shares”), for $74.28 per share (the “Offer Price”), in cash, without interest and subject to deduction for any required withholding taxes. The Offer (as defined below) is being made pursuant to the Agreement and Plan of Merger, dated as of October 16, 2022 (together with any amendments or supplements thereto, the “Merger Agreement”), between the Company and the Purchaser.

The terms of the Offer, and the conditions to which it is subject, are set forth in the Tender Offer Statement filed by the Purchaser on October 24, 2022 (as amended or supplemented from time to time, including by Amendment No. 1 thereto filed on November 7, 2022, Amendment No. 2 thereto filed on November 10, 2022 and Amendment No. 3 thereto filed on November 22, 2022, the “Schedule TO”), which contains as exhibits an Offer to Purchase dated October 24, 2022 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”), which Letter of Transmittal, together with the Offer to Purchase, as each of them may be amended or supplemented from time to time, constituted the “Offer.” In response to the Offer, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 on October 24, 2022 (as amended or supplemented from time to time, including by Amendment No. 1 thereto filed on November 22, 2022, together with any exhibits and annexes attached thereto, the “Schedule 14D-9”).

The information in the Statement is incorporated into this Amendment No. 3 by reference to all of the applicable items in the Statement, except that such information is amended and supplemented to the extent provided in this Amendment No. 3. All information contained in this Amendment No. 3 and the Statement concerning the Company and the Purchaser has been provided by such person and not by any other person. All capitalized terms used in this Amendment No. 3 without definition have the meanings ascribed to them in the Schedule 14D-9.

The information contained in the Schedule 14D-9 as amended by the Solicitation/Recommendation Statement (Amendment No. 1) on Schedule 14D-9 filed by the Company with the SEC on November 22, 2022 (a copy of which is filed as Exhibit (a)(2)(B) hereto, and the information contained in the Schedule TO as amended by the Tender Offer Statement (Amendment No. 1) on Schedule TO filed by the Purchaser on November 7, 2022, the Tender Offer Statement (Amendment No. 2) on Schedule TO filed by the Purchaser on November 10, 2022 and the Tender Offer Statement (Amendment No. 3) on Schedule TO filed by the Purchaser on November 22, 2022, are incorporated in this Amendment No. 3 by reference, and amends, supplements and restates, as the case may be, the Statement. The information contained in the Schedule 14D-9 is incorporated into this Amendment No. 3 by reference.

Item 15 is amended and supplemented to include the following as a new paragraph at the end of “(c) Other Material Information”:

“Final Results of the Offer and Completion of the Merger.

The Offer and withdrawal rights expired at one minute after 11:59 p.m., New York City time, on Monday, November 21, 2022. The Depositary for the Offer has indicated that a total of 36,312,840 Shares were validly tendered and

not validly withdrawn pursuant to the Offer as of the Expiration Date, representing approximately 62.5% of the outstanding Shares other than Rollover Shares. In addition, Notices of Guaranteed Delivery have been delivered for 3,443,485 Shares, representing approximately 5.9% of the outstanding Shares other than Rollover Shares. All Shares that were validly tendered and not withdrawn pursuant to the Offer have been accepted for payment by the Purchaser.

On November 22, 2022, the Merger was completed pursuant to the terms of the Merger Agreement. On such date, the Purchaser merged with and into the Company in accordance with Section 1081.H of the OGCA, with the Company continuing as the Surviving Corporation wholly owned by the Founder Family Rollover Shareholders. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Share (other than: (i) the Rollover Shares; (ii) Shares owned by the Company as treasury stock or owned by any wholly owned subsidiary of the Company, including Shares irrevocably accepted by the Purchaser pursuant to the Offer; and (iii) Shares held by a holder who is entitled to demand and properly demanded appraisal for such Shares in accordance with Section 1091 of the OGCA) was converted into the right to receive $74.28 per Share, in cash, without interest and subject to deduction for any required withholding taxes.

Promptly following consummation of the Merger, the Purchaser intends to cause all Shares to be delisted from the New York Stock Exchange and deregistered under the Exchange Act.”

SIGNATURE

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

Dated: November 22, 2022