SEC Form 4 · accession 0001209191-18-029200

STONE ENERGY CORP · SGY

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

Reporting owner

Florence M Ziegler

Officer — Sr VP-HR, Communication &Admin

Period of report

May 10, 2018

Accepted (ET)

May 10, 2018 · 3:09 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	D/I	Nature of ownership
Common stock, $0.01 par value^F1	May 10, 2018	D	971	—	D	D
Common stock, $0.01 par value^F1	May 10, 2018	D	35	—	D	I	By Daughter
Common stock, $0.01 par value^F1	May 10, 2018	D	35	—	D	I	By Son

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Warrants^F2	$42.04	May 10, 2018	D	3,545	D	—	Mar 1, 2021	Common stock, $0.01 par value	3,545	D
Warrants^F2	$42.04	May 10, 2018	D	124	D	—	Mar 1, 2021	Common stock, $0.01 par value	124	I
Warrants^F2	$42.04	May 10, 2018	D	124	D	—	Mar 1, 2021	Common stock, $0.01 par value	124	I

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").