FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hlavinka Gary J.		 2. Issuer Name and Ticker or Trading Symbol

Coterra Energy Inc. [ CTRA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Vice President, (MBU)
(Last)          (First)          (Middle)

840 GESSNER ROAD STE 1400		 3. Date of Earliest Transaction (MM/DD/YYYY)

7/5/2022
(Street)

HOUSTON, TX 77024
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 7/5/2022  M  12820 A$0.00 24461 D  
Common Stock 7/5/2022  F  3652 D$25.60 20809 D  
Common Stock 7/5/2022  M  12110 A$0.00 32919 D  
Common Stock 7/5/2022  F  3449 D$25.60 29470 D  
Common Stock         4110 I Held in 401(k). 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Shares $0.00 (1)7/5/2022  M     12820   (2) (2)Common Stock 12820 $0.00 0 D  
Performance Shares $0.00 (1)7/5/2022  M     12110   (3) (3)Common Stock 12110 $0.00 0 D  
Explanation of Responses:
(1) Performance Shares converted into common stock on a one-for-one basis.
(2) On 02/19/2020, the reporting person was granted 12,820 performance shares payable in common stock, subject to the achievement of performance criteria over a three-year performance period beginning January 1, 2020 and ending December 31, 2022. Effective July 5, 2022, the Compensation Committee of Coterra's Board of Directors terminated the performance period and certified that the performance criteria were met, resulting in the conversion of each performance share into one share of Coterra common stock.
(3) On 02/17/2021, the reporting person was granted 12,110 performance shares payable in common stock, subject to the achievement of performance criteria over a three-year performance period beginning January 1, 2021 and ending December 31, 2023. Effective July 5, 2022, the Compensation Committee of Coterra's Board of Directors terminated the performance period and certified that the performance criteria were met, resulting in the conversion of each performance share into one share of Coterra common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Hlavinka Gary J.
840 GESSNER ROAD STE 1400
HOUSTON, TX 77024

Vice President, (MBU)
Signatures
/s/ Deidre L. Shearer, Attorney-in-Fact for Gary J. Hlavinka7/7/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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