SEC Form 4 · accession 0001104659-18-011485

Sanchez Energy Corp · SNEC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Antonio R Sanchez Jr.

Officer — Executive Chairman of the BOD · Director

Period of report

Feb 20, 2018

Accepted (ET)

Feb 22, 2018 · 8:33 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 Stock^F1	Feb 21, 2018	S	72,307	$3.384	D	1,969,498	D
Common Stock^F2	Feb 20, 2018	M	179,153	—	A	2,148,651	D
Common Stock	Feb 20, 2018	D	179,153	$3.47	D	1,969,498	D
Common Stock	Feb 16, 2018	G	192,354	$0.00	D	1,777,144	D
Common Stock^F4	holding	—	—		—	799,472	I	By Sanchez Oil & Gas Corporation
Common Stock^F5	holding	—	—		—	175,036	I	By 1988 Trust No. 13
Common Stock^F6	holding	—	—		—	26,213	I	By Alicia M. Sanchez Charitable Lead Annuity Trust
Common Stock^F7	holding	—	—		—	707,333	I	By Sanexco, Ltd.
Common Stock^F5	holding	—	—		—	371,836	I	By 1988 Trust No. 11
Common Stock^F5	holding	—	—		—	371,836	I	By 1988 Trust No. 12
Common Stock^F5	holding	—	—		—	371,836	I	By 1988 Trust No. 14
Common Stock^F8	holding	—	—		—	707,333	I	By San Juan Oil & Gas No. 2, Ltd.
Common Stock^F9	holding	—	—		—	474,800	I	By AEP Ltd. Partnership

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Stock^F2,F10	—	Feb 20, 2018	M	179,153	D	Feb 18, 2018	Feb 18, 2018	Common Stock	179,153	0	D

Explanation of responses

F1The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the Reporting Person and was used to satisfy the Reporting Person's federal income tax obligations with respect to the vesting of equity awards.
F10Phantom stock is payable only in cash, which vests in equal annual increments over a three year period.
F2Each share of phantom stock is the economic equivalent of one share of the common stock, par value $0.01 per share ("Common Stock"). The Reporting Person settled his shares of phantom stock for cash.
F3Upon termination of Sanchez 2016 GRAT No. 1 and Sanchez 2016 Grat No. 2 (collectively, the "GRATS") on February 16, 2018, 192,354 shares of Common Stock will be distributed to Reporting Person's children. The remaining 160,086 shares will be distributed to Reporting Person and are reported in this Form 4 as directly owned. An additional 47,049 shares of Common Stock were previously distributed from the GRATS to Reporting Person.
F4These shares are owned directly by Sanchez Oil & Gas Corporation ("SOG"). SOG is managed by Reporting Person and other members of the Sanchez family. 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.
F5These shares are owned directly by the following trusts (the "Trusts"), respectively: (i) 1988 Trust No. 11: co-trustee/beneficiary Antonio R. Sanchez, III; (ii) 1988 Trust No. 12: co-trustee/beneficiary Ana Lee Sanchez Jacobs; (iii) 1988 Trust No. 13 co-trustee/beneficiary Eduardo Sanchez; and (iv) 1988 Trust No. 14 co-trustee/beneficiary Patricio Sanchez. Reporting Person is a co-trustee, along with the respective co-trustees and beneficiaries listed next to the name of the Trust above, of each of the Trusts set forth above. Reporting Person may be deemed to share voting and dispositive power over the shares held by the Trusts. 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.
F6These shares are owned directly by the Alicia M. Sanchez Charitable Lead Annuity Trust ("CLAT"). Reporting Person is the sole trustee of CLAT. Reporting Person disclaims beneficial ownership of the reported securities except to the extent of the pecuniary interest therein, if any, 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.
F7These shares are owned directly by Sanexco, Ltd. ("Sanexco"). Sanexco is controlled by its general partner, Sanchez Management Corporation ("SMC"), which is managed by Reporting Person. Reporting Person may be deemed to share voting and dispositive power over the shares held by Sanexco. 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.
F8These shares are owned directly by San Juan Oil & Gas No. 2, Ltd. ("San Juan"). San Juan is controlled by its general partner, SMC, which is managed by Reporting Person. Reporting Person may be deemed to share voting and dispositive power over the shares held by San Juan. 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.
F9These shares are owned directly by AEP Ltd. Partnership ("AEP"). AEP is controlled by its general partner, Reporting Person. Reporting Person may be deemed to share voting and dispositive power over the shares held by AEP. 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.