SEC Form 4 · accession 0001104659-16-098933
Sanchez Energy Corp · SNEC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Antonio R Sanchez III
Officer — Chief Executive Officer · Director
Period of report
Feb 18, 2016
Accepted (ET)
Feb 22, 2016 · 7:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001528837
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 18, 2016 | A | 207,654 | — | A | 946,885 | D | |
| Common StockF1 | Feb 18, 2016 | A | 403,095 | — | A | 1,349,980 | D | |
| Common StockF2 | holding | — | — | — | 879,472 | I | By Sanchez Oil & Gas Corporation | |
| Common StockF3 | holding | — | — | — | 371,836 | I | By 1988 Trust No. 11 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF4,F5 | — | Feb 18, 2016 | A | 403,095 | A | Feb 18, 2019 | Feb 18, 2019 | Common Stock | 403,095 | 403,095 | D |
| Phantom StockF4,F6 | — | Feb 18, 2016 | A | 207,654 | A | Feb 18, 2021 | Feb 18, 2021 | Common Stock | 207,654 | 207,654 | D |
Explanation of responses
- F1Represents a grant of restricted stock Reporting Person received from the Issuer.
- F2These shares are owned directly by Sanchez Oil & Gas Corporation ("SOG"). SOG is managed by A. R. Sanchez, Jr. and Reporting Person. Reporting Person may be deemed to share voting and dispositive power over the shares held by SOG. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose.
- F3These shares are owned directly by 1988 Trust No. 11. Reporting Person is a co-trustee, along with A. R. Sanchez, Jr., a beneficiary of 1988 Trust No. 11. Reporting Person may be deemed to share voting and dispositive power over the shares held by 1988 Trust No. 11. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose.
- F4Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock, par value $0.01 per share ("Common Stock").
- F5Phantom stock is payable only in cash, which vests in equal annual increments over a three year period.
- F6Phantom stock is payable only in cash, which cliff vests in five years or earlier if the Common Stock closing price equals or exceeds certain benchmarks as set forth in the form of agreement.