SEC Form 3 · accession 0000899243-16-031021
SANDRIDGE ENERGY INC · SD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Stephen A Schwarzman
10% Owner
Blackstone Group L.P.
10% Owner
Blackstone Group Management L.L.C.
10% Owner
GSO Advisor Holdings L.L.C.
10% Owner
Blackstone Holdings I L.P.
10% Owner
Blackstone Holdings I/II GP Inc
10% Owner
Period of report
Oct 4, 2016
Accepted (ET)
Oct 4, 2016 · 8:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001349436
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3,F9,F10,F11,F12 | holding | — | — | — | 59,889 | I | See Footnotes | |
| Common StockF2,F3,F9,F10,F11,F12 | holding | — | — | — | 16,769 | I | See Footnotes | |
| Common StockF4,F8,F10,F11,F12 | holding | — | — | — | 447,491 | I | See Footnotes | |
| Common StockF5,F8,F10,F11,F12 | holding | — | — | — | 186,854 | I | See Footnotes | |
| Common StockF6,F8,F10,F11,F12 | holding | — | — | — | 112,112 | I | See Footnotes | |
| Common StockF7,F8,F10,F11,F12 | holding | — | — | — | 112,112 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 0.00% Convertible Senior Subordinated Notes due 2020F1,F3,F9,F10,F11,F12,F13 | — | holding | — | — | — | — | — | Common Stock | 75,266 | — | I |
| 0.00% Convertible Senior Subordinated Notes due 2020F2,F3,F9,F10,F11,F12,F13 | — | holding | — | — | — | — | — | Common Stock | 21,074 | — | I |
| 0.00% Convertible Senior Subordinated Notes due 2020F4,F8,F10,F11,F12,F13 | — | holding | — | — | — | — | — | Common Stock | 562,387 | — | I |
| 0.00% Convertible Senior Subordinated Notes due 2020F5,F8,F10,F11,F12,F13 | — | holding | — | — | — | — | — | Common Stock | 234,829 | — | I |
| 0.00% Convertible Senior Subordinated Notes due 2020F6,F8,F10,F11,F12,F13 | — | holding | — | — | — | — | — | Common Stock | 140,897 | — | I |
| 0.00% Convertible Senior Subordinated Notes due 2020F7,F8,F10,F11,F12,F13 | — | holding | — | — | — | — | — | Common Stock | 140,897 | — | I |
Explanation of responses
- F1Blackstone / GSO Strategic Credit Fund directly holds these securities.
- F10Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.
- F11Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- F12Each of the Reporting Persons (other than each of the GSO Funds and the FS Funds to the extent they directly hold securities of the Issuer), disclaims beneficial ownership of the securities held by each of the GSO Funds and the FS Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the GSO Funds and the FS Funds to the extent they directly hold securities of the Issuer) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F13The 0.00% Convertible Senior Subordinated Notes due 2020 issued by the Issuer (the "Convertible Notes") are immediately convertible. The Convertible Notes have a conversion rate of 0.05330841 shares of Issuer common stock per $1.00 principal amount of Convertible Notes, subject to adjustment pursuant to the terms of the Convertible Notes. The Convertible Notes mature on October 4, 2020.
- F2Blackstone / GSO Long-short Credit Income Fund directly holds these securities (together with Blackstone / GSO Strategic Credit Fund, the "GSO Funds").
- F3GSO / Blackstone Debt Funds Management LLC is the investment adviser of each of the GSO Funds. GSO Capital Partners LP is the managing member of GSO / Blackstone Debt Funds Management LLC. GSO Advisor Holdings L.L.C. is a special limited partner of GSO Capital Partners LP with investment and voting power over the securities beneficially owned by GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C.
- F4FS Energy and Power Fund ("FSEP") directly holds these securities.
- F5FS Investment Corporation ("FSIC") directly holds these securities.
- F6FS Investment Corporation II ("FSIC II") directly holds these securities.
- F7Burholme Funding LLC directly holds these securities. Burholme Funding LLC is a wholly owned subsidiary of FS Investment Corporation III ("FSIC III", and together with FSEP, FSIC, FSIC II and Burholme Funding LLC, the "FS Funds").
- F8FS Investment Advisor, LLC, FB Income Advisor, LLC, FSIC II Advisor, LLC and FSIC III Advisor, LLC are the investment advisers of FSEP, FSIC, FSIC II and FSIC III, respectively, and in that respect hold discretionary investment authority for them. Burholme Funding LLC is a wholly owned subsidiary of FSIC III. In addition, each of Michael C. Forman, Gerald F. Stahlecker, Zachary Klehr and Sean Coleman may be deemed to have shared voting, investment and/or dispositive power with respect to the securities held by FSEP, FSIC, FSIC II and FSIC III.
- F9Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds.