SEC Form 4 · accession 0001209191-18-029195
STONE ENERGY CORP · SGY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth H Beer
Officer — EVP and CFO
Period of report
May 10, 2018
Accepted (ET)
May 10, 2018 · 3:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000904080
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par valueF1 | May 10, 2018 | D | 3,651 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF2 | $42.04 | May 10, 2018 | D | 13,472 | D | — | Mar 1, 2021 | Common Stock, $0.01 par value | 13,472 | 0 | D |
Explanation of responses
- F1Stone Energy Corporation, a Delaware corporation ("Stone Energy"), Sailfish Energy Holdings Corporation, a Delaware corporation ("New Talos"), Sailfish Merger Sub Corporation, a Delaware corporation ("Merger Sub"), Talos Energy LLC, a Delaware limited liability company, and Talos Production LLC, a Delaware limited liability company, are parties to the Transaction Agreement, dated as of November 21, 2017 (the "Transaction Agreement"), pursuant to which, among other things, Merger Sub merged with and into Stone Energy (the "Merger"), with Stone Energy surviving the Merger as a direct, wholly owned subsidiary of New Talos. At the effective time of the Merger (the "Effective Time"), each share of Stone Energy common stock, par value $0.01 per share, outstanding immediately prior to the Merger was converted automatically into the right to receive one share of New Talos common stock, par value $0.01 per share.
- F2On the closing date of the transactions contemplated by the Transaction Agreement, Stone Energy, New Talos, Computershare Inc., a Delaware corporation ("Computershare"), and Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the "Warrant Agent"), entered into Amendment No. 1 to Warrant Agreement pursuant to which New Talos assumed Stone Energy's obligations under the Warrant Agreement (defined below) and the warrants became exercisable for one share of New Talos common stock in lieu of each share of Stone Energy common stock. The warrants are exercisable on the same terms and conditions provided in the Warrant Agreement, dated as of February 28, 2017, between Stone Energy and the Warrant Agent (the "Warrant Agreement").