SEC Form 4 · accession 0000905148-16-002137
SANDRIDGE ENERGY INC · SD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 16, 2016
Accepted (ET)
Dec 20, 2016 · 3:36 pm EST
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 StockF4,F1,F3 | Dec 16, 2016 | C | 69,300 | — | A | 1,588,065 | I | See Footnotes |
| Common StockF2,F3 | holding | — | — | — | 416,619 | 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,F4 | — | Dec 16, 2016 | C | — | D | Oct 4, 2016 | Oct 4, 2020 | Common Stock | 69,300 | — | I |
| 0.00% Convertible Senior Subordinated Notes due 2020F2,F3,F4 | — | holding | — | — | — | Oct 4, 2016 | Oct 4, 2020 | Common Stock | 502,174 | — | I |
Explanation of responses
- F1These shares of the Issuer's Common Stock, $0.001 par value per share (the "Shares") or 0.00% Convertible Senior Subordinated Notes due 2020 ("Convertible Notes"), as applicable, are held for the account of Tyrus Capital Event Master Fund Limited. Tyrus Capital S.A.M serves as investment manager to Tyrus Capital Event Master Fund Limited. Mr. Chedraoui is the Chief Investment Officer and control person of Tyrus Capital S.A.M.
- F2These Shares and Convertible Notes, as applicable, are held for the account of TC Five Limited. Tyrus Capital S.A.M. serves as investment manager to TC Five Limited.
- F3Each Reporting Person disclaims beneficial ownership of the Shares, including Shares obtainable upon conversion of Convertible Notes, except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.
- F4The Convertible Notes are convertible at a conversion rate of 0.05330841 Shares per $1.00 principal amount of Convertible Notes, subject to adjustment pursuant to the terms of the Convertible Notes. The Convertible Notes are convertible at any time to, and including, the business day immediately preceding the maturity date of October 4, 2020. On the maturity date, the Convertible Notes will mandatorily convert into Shares unless earlier repurchased, redeemed or converted.