SEC Form 4 · accession 0000899243-16-026123
TELLURIAN INC. /DE/ · TELL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
One Stone Holdings II LP
Director · 10% Owner
One Stone Energy Partners GP, L.L.C.
Director · 10% Owner
Period of report
Aug 1, 2016
Accepted (ET)
Aug 2, 2016 · 4:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000061398
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F2 | — | Aug 1, 2016 | D | 22,683,428 | D | — | — | Common Stock | 2,333,886 | 0 | D |
Explanation of responses
- F1On August 1, 2016, Magellan Petroleum Corporation ("Magellan") and One Stone Holdings II LP ("One Stone") closed the transactions contemplated by that certain Exchange Agreement they entered into as of March 31, 2016 (the "Exchange Agreement"). Pursuant to the Exchange Agreement, One Stone transferred to Magellan 100% of Magellan's outstanding Series A Convertible Preferred Stock in consideration for the assignment to and assumption by One Stone of 100% of the outstanding membership interests in Nautilus Poplar LLC, a wholly-owned subsidiary of Magellan, and 51% of the outstanding common units in Utah CO2 LLC, a majority-owned subsidiary of Magellan, as adjusted by the Cash Amount (as defined in the Exchange Agreement) (collectively, the "Exchange"). On August 1, 2016, the closing price of Magellan's Common Stock was $1.14 per share.
- F2Calculated with a conversion price of $9.77586545, which figure is based on Magellan's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016. On July 10, 2015, Magellan completed a reverse stock split of its Common Stock at a ratio of 1-for-8. The conversion price of Series A Preferred Stock has been adjusted to reflect the reverse stock split.
Remarks
Following the Exchange, One Stone no longer had the right to designate two members to the board of directors of Magellan. This form is jointly filed by One Stone and its general partner, One Stone Energy Partners GP, L.LC.