SEC Form 4 · accession 0001104659-18-025327
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
Apr 17, 2018
Accepted (ET)
Apr 19, 2018 · 7:25 pm EDT
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 | Apr 17, 2018 | A | 506,231 | — | A | 2,263,757 | D | |
| Common StockF2 | holding | — | — | — | 799,472 | I | By Sanchez Oil & Gas Corporation | |
| Common StockF3 | holding | — | — | — | 175,036 | I | By 1988 Trust No. 13 | |
| Common StockF4 | holding | — | — | — | 26,213 | I | By Alicia M. Sanchez Charitable Lead Annuity Trust | |
| Common StockF5 | holding | — | — | — | 707,333 | I | By Sanexco, Ltd. | |
| Common StockF3 | holding | — | — | — | 371,836 | I | By 1988 Trust No. 11 | |
| Common StockF3 | holding | — | — | — | 371,836 | I | By 1988 Trust No. 12 | |
| Common StockF3 | holding | — | — | — | 371,836 | I | By 1988 Trust No. 14 | |
| Common StockF6 | holding | — | — | — | 707,333 | I | By San Juan Oil & Gas No. 2, Ltd. | |
| Common StockF7 | 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 StockF8,F9 | — | Apr 17, 2018 | A | 506,231 | A | Apr 19, 2021 | Apr 19, 2021 | Common Stock | 506,231 | 506,231 | 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 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.
- F3These 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.
- F4These 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.
- F5These 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.
- F6These 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.
- F7These 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.
- F8Each share of phantom stock is the economic equivalent of one share of the common stock, par value $0.01 per share.
- F9Phantom stock is payable only in cash, which vests in equal annual increments over a three- year period.