SEC Form 4 · accession 0000905148-17-000360
SANDRIDGE ENERGY INC · SD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 13, 2017
Accepted (ET)
Feb 15, 2017 · 4:56 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 StockF5,F1,F4 | Feb 13, 2017 | C | 1,093,407 | — | A | 2,170,361 | I | See Footnotes |
| Common StockF5,F2,F4 | Feb 13, 2017 | C | 502,174 | — | A | 918,793 | I | See Footnotes |
| Common StockF1,F4 | Feb 14, 2017 | S | 16,200 | $20.5218 | D | 2,154,161 | I | See Footnotes |
| Common StockF3,F4 | holding | — | — | — | 493,046 | 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 2020F5,F1,F4 | — | Feb 13, 2017 | C | — | D | Oct 4, 2016 | Oct 4, 2020 | Common Stock | 1,093,407 | 0 | I |
| 0.00% Convertible Senior Subordinated Notes due 2020F5,F2,F4 | — | Feb 13, 2017 | C | — | D | Oct 4, 2016 | Oct 4, 2020 | Common Stock | 502,174 | 0 | 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 or were held, as applicable, 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 or Convertible Notes, as applicable, are or were held, as applicable, for the account of TC Five Limited. Tyrus Capital S.A.M. serves as investment manager to TC Five Limited.
- F3These Shares are held for the account of Tyrus Capital Event S.a r.l. Tyrus Capital S.A.M. serves as investment manager and adviser to Tyrus Capital Event S.a r.l.
- F4Each Reporting Person disclaims beneficial ownership of the Shares, including Shares obtained upon conversion of Convertible Notes and Shares obtainable upon exercise of Warrants, 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.
- F5The Convertible Notes had a conversion rate of approximately 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 were convertible at any time to, and including, the business day immediately preceding the maturity date of October 4, 2020. On February 13, 2017, the Issuer notified all holders of Convertible Notes that a mandatory conversion event had occurred and that all outstanding Convertible Notes would mandatorily convert pursuant to the terms of the indenture governing the Convertible Notes.