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Form 3 SANDRIDGE ENERGY INC For: Oct 04 Filed by: Tyrus Capital S.A.M.

October 14, 2016 11:29 AM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Tyrus Capital S.A.M.

(Last) (First) (Middle)
4 AVENUE ROQUEVILLE

(Street)
MONACO O9 MC 98000

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/04/2016
3. Issuer Name and Ticker or Trading Symbol
SANDRIDGE ENERGY INC [ SD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,518,765
I (1) (3)
See footnotes (1) (3)
Common Stock 416,619
I (2) (3)
See footnotes (2) (3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
0.00% Convertible Senior Subordinated Notes due 2020 10/04/2016 (4) 10/04/2020 Common Stock 1,162,707 (4) I (1) (3) See footnotes (1) (3)
0.00% Convertible Senior Subordinated Notes due 2020 10/04/2016 (4) 10/04/2020 Common Stock 502,174 (4) I (2) (3) See footnotes (2) (3)
Series A Warrants (right to buy) 10/04/2016 (5) 10/04/2022 Common Stock 14,753 41.34 I (2) (3) See footnotes (2) (3)
Series B Warrants (right to buy) 10/04/2016 (5) 10/04/2022 Common Stock 6,211 42.03 I (2) (3) See footnotes (2) (3)
Explanation of Responses:
1. These shares of the Issuer's Common Stock, $0.001 par value per share (the "Shares") or 0.00% Convertible Senior Subordinated Notes due 2020 ("Convertible Notes"), as applicable, are held for the account of Tyrus Capital Event Master Fund Limited. Tyrus Capital S.A.M serves as investment manager to Tyrus Capital Event Master Fund Limited. Mr. Chedraoui is the Chief Investment Officer and control person of Tyrus Capital S.A.M.
2. These Shares, Convertible Notes, Series A Warrants or Series B Warrants (together with the Series A Warrants, "Warrants"), as applicable, are held for the account of TC Five Limited. Tyrus Capital S.A.M. serves as investment manager to TC Five Limited.
3. Each Reporting Person disclaims beneficial ownership of the Shares, including Shares obtainable upon conversion of Convertible Notes and upon exercise of Warrants, except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.
4. The Convertible Notes are initially convertible at a conversion rate of 0.05330841 Shares per $1.00 principal amount of Convertible Notes, subject to adjustment pursuant to the terms of the Convertible Notes. The Convertible Notes are immediately convertible and are convertible at any time to, and including, the business day immediately preceding the maturity date of October 4, 2020. On the maturity date, the Convertible Notes will mandatorily convert into Shares unless earlier repurchased, redeemed or converted.
5. The Warrants are immediately exercisable and are exercisable at any time until they expire on October 4, 2022.
Tyrus Capital S.A.M., By: Mark Madden, Director /s/ Mark Madden 10/14/2016
** Signature of Reporting Person Date
/s/ Tony Chedraoui 10/14/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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