SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  8)*

SANCHEZ ENERGY CORPORATION

(Name of Issuer)

 Common Stock, par value $0.01 per share

(Title of Class of Securities)

7997OY 105

(CUSIP Number)

A.R. Sanchez, Jr.

1000 Main Street, Suite 3000

Houston, Texas 77002

(713) 783-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 1, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 7997OY 105						13D
	1	Names of Reporting Persons A. R. SANCHEZ, JR.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power: 2,183,957
			8	Shared Voting Power: 4,059,482
			9	Sole Dispositive Power: 2,183,957
			10	Shared Dispositive Power: 4,059,482
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,243,439
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 7.9% (1)
	14	Type of Reporting Person (See Instructions) IN

(1)   Calculation of percentage based on a total of 78,648,272 shares of common stock (the “Common Stock”) outstanding as reported by Sanchez Energy Corporation’s transfer agent as of February 27, 2017, plus the Awarded Shares (as defined herein), and the other percentage ownership calculations in this Schedule 13D are based on the aforementioned figure.

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This Amendment No. 8 to Schedule 13D amends and/or restates the Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on December 28, 2011, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on January 13, 2012, Amendment No. 2 to Schedule 13D filed with the SEC on June 26, 2012, Amendment No. 3 to Schedule 13D filed with the SEC on December 24, 2012, Amendment No. 4 to Schedule 13D filed with the SEC on February 8, 2013, Amendment No. 5 to Schedule 13D filed with the SEC on October 8, 2013, Amendment No. 6 to Schedule 13D filed with the SEC on July 1, 2014, and Amendment No. 7 to Schedule 13D filed with the SEC on January 12, 2015 (as amended or amended and restated thereby and hereby, the “Schedule 13D”), and relates to the beneficial ownership by the Reporting Person (as defined below) of shares of Common Stock of the Issuer.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 3.  Source and Amount of Funds or Other Consideration.

Effective March 1, 2017, a grant of restricted Common Stock was made to A. R. Sanchez, Jr., a citizen of the United States of America (referred to herein as the “Reporting Person”), of 245,234 shares of Common Stock (the “Awarded Shares”) pursuant to the Issuer’s Third Amended and Restated 2011 Long Term Incentive Compensation Plan (the “Plan”).  The Awarded Shares will vest in equal annual increments over a five-year period from March 1, 2017 (the “Restricted Stock Agreement”).  The Awarded Shares will also vest upon the occurrence of any of the following events:  a Change of Control (as defined in the Plan), Qualifying Termination (as defined in the Restricted Stock Agreement), Constructive Termination (as defined in the Restricted Stock Agreement), or the Reporting Person’s death or Disability (as defined in the Plan).

The description contained in this Item 3 of the Awarded Shares, the Plan and the Restricted Stock Agreement is qualified in its entirety by reference to the full text of the foregoing, which is incorporated herein by reference and filed as an exhibit hereto.

Item 4.  Purpose of Transaction.

The Reporting Person acquired the Common Stock reported in this Schedule 13D solely for investment purposes.  The Reporting Person may make additional purchases or dispositions of the Issuer’s securities either in the open market or in private transactions depending on the Reporting Person’s business, prospects, and financial condition, the market for the Issuer’s securities, general economic conditions, stock market conditions, and other future developments.

Sanchez Oil & Gas Corporation (“SOG”) may potentially dispose of substantially less than 1% of the number of shares of Common Stock currently issued and outstanding in connection with the potential repurchase of shares of SOG’s securities from certain of SOG’s existing securityholders after the date of this Schedule 13D.  Except as described in this Schedule 13D, the Reporting Person does not have, as of the date of this Schedule 13D, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of this Schedule 13D.  The Reporting Person may change his plans or proposals in the future.  In determining from time to time whether to sell or dispose of the Common Stock reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such Common Stock, the Reporting Person will take into consideration such factors it deems relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Person.  The Reporting Person reserves the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of his holdings of securities of the Issuer or to change his intention with respect to any or all of the matters referred to in this Item 4.

Depending on these factors, and other factors that may arise in the future, the Reporting Person or any of his affiliates may be involved in matters specified in clauses (a) through (j) of Item 4 of this Schedule 13D and, depending on the facts and circumstances at such time and subject to applicable law, may formulate a plan with respect to such matters.  In addition, the Reporting Person may from time to time hold discussions with or make proposals to management of the Issuer, to its board of directors, to other stockholders of the Issuer or to third parties regarding such matters.

The information set forth in this Item 4 is subject to change, and there can be no assurances that the matters described in this Item 4 will occur or that the Reporting Person or other person or entity referred to herein will or will not take, or cause to be taken, any of the actions described above or any similar actions.

Item 5.  Interest in Securities of the Issuer.

(a) and (b)             The Reporting Person is the sole record owner of, and has sole voting and dispositive power over, an aggregate of 1,758,255 shares of Common Stock, or 2.23% of the Common Stock issued and outstanding (as used in this Item 5, the issued and

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outstanding shares of Common Stock is based on 78,648,272 shares of Common Stock issued and outstanding as of February 27, 2017, plus the Awarded Shares).

The Reporting Person is the sole trustee of both the Sanchez 2016 GRAT No. 1 and the Sanchez 2016 GRAT No. 2 (collectively, the “2016 Trusts”).  The Reporting Person may be deemed to have sole voting and dispositive power over the 200,000 and 199,489 shares, respectively, of Common Stock held by the 2016 Trusts, or 0.25% and 0.25%, respectively, of the Common Stock issued and outstanding.

The Reporting Person is the sole trustee of the Alicia M. Sanchez Charitable Lead Annuity Trust (“CLAT”).  The Reporting Person may be deemed to have sole voting and dispositive power over the 26,213 shares of Common Stock held by CLAT, or 0.03% of the Common Stock issued and outstanding.

The Reporting Person is co-trustee of each of the 1988 Trust No. 11, the 1988 Trust No. 12, the 1988 Trust No. 13 and the 1988 Trust No. 14 (collectively, the “1988 Trusts”).  Antonio R. Sanchez, III is a co-trustee, along with the Reporting Person, and beneficiary of 1988 Trust No. 11, and is the Chief Executive Officer of Sanchez Energy Corporation, a Delaware corporation (“Sanchez Energy”), an oil and gas exploration and production company; Ana Lee S. Jacobs is a co-trustee, along with the Reporting Person, and beneficiary of 1988 Trust No. 12, and is the Executive Vice President of SOG; Eduardo A. Sanchez is a co-trustee, along with the Reporting Person, and beneficiary of 1988 Trust No. 13, and is the President of Sanchez Energy; and Patricio D. Sanchez is a co-trustee, along with the Reporting Person, and beneficiary of 1988 Trust No. 14, and is the Chief Operating Officer of Sanchez Production Partners LP, a Delaware limited partnership, and an Executive Vice President of Sanchez Energy.  The Reporting Person may be deemed to share voting and dispositive power with the applicable co-trustee named above over the 371,836; 371,836; 175,036; and 371,836 shares, respectively, of Common Stock held by the 1988 Trusts, or 0.47%; 0.47%; 0.22%; and 0.47%, respectively, of the Common Stock issued and outstanding.

Sanexco Ltd, a Texas limited partnership (“Sanexco”), is the sole record owner of 707,333 shares of Common Stock, or 0.90% of the Common Stock issued and outstanding.  San Juan Oil & Gas No. 2, Ltd., a Texas limited partnership (“San Juan”), is the sole record owner of 707,333 shares of Common Stock, or 0.90% of the Common Stock issued and outstanding.  Sanexco and San Juan are each controlled by their general partner, Sanchez Management Corporation, a Texas corporation (“SMC”), which is managed by the Reporting Person.  Each of SMC and the Reporting Person may be deemed to share voting and dispositive power over the aggregate 1,414,666 shares of Common Stock held by San Juan and Sanexco, or an aggregate of 1.79% of the Common Stock issued and outstanding.

AEP Ltd. Partnership, a Texas limited partnership (“AEP”), is the sole record owner of 474,800 shares of Common Stock, or 0.60% of the Common Stock issued and outstanding.  AEP is controlled by its general partner, the Reporting Person.  The Reporting Person may be deemed to share voting and dispositive power over the shares of Common Stock held by AEP.

SOG is the sole record owner of 879,472 shares of Common Stock, or 1.11% of the Common Stock issued and outstanding.  SOG is managed by the Reporting Person and other members of the Sanchez family.  The Reporting Person may be deemed to share voting and dispositive power over the shares of Common Stock held by SOG with Antonio R. Sanchez, III.

The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by each of the 2016 Trusts, CLAT, each of the 1988 Trusts, Sanexco, San Juan, SMC, AEP, and SOG, respectively, except to the extent of his pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares of Common Stock held by these entities for purposes of Section 16 or for any other purpose.

The address of each other person or entity which shares, or may be deemed to share, voting or dispositive power over the shares of Common Stock reported herein is 1000 Main Street, Suite 3000, Houston, Texas 77002.  Such persons or entities are each citizens of, or formed or organized, within the United States of America and each has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.  Other than SOG, which is in the business of managing oil and natural gas properties on behalf of its affiliates, such entities are in the business of holding and/or managing investments and/or formed for estate planning purposes.

(c)           On January 9, 2017 and February 23, 2017, the Reporting Person sold 82,573 and 148,215 shares of Common Stock, respectively, pursuant to a Rule 10b5-1 trading plan established by the Reporting Person and was used to satisfy the Reporting

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Person’s federal income tax obligations with respect to the vesting of equity awards.  Except as otherwise described in Item 3 herein, there have been no reportable transactions with respect to the Common Stock by the Reporting Person during the past 60 days.

(d)           The Reporting Person has or may be deemed to have the right to receive dividends from, and the proceeds from the sale of, the respective shares of Common Stock reported by such person on the cover page of this Schedule 13D and in this Item 5.  Except for the foregoing and as described herein, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock beneficially owned by the Reporting Person.

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

In connection with the Issuer’s public offering of Common Stock that closed on February 6, 2017, the Reporting Person agreed that he will not offer, sell, contract to sell, pledge, or otherwise dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction that would have the same effect, or enter into any swap, hedge, or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are to be settled by delivery of Common Stock or other securities, in cash, or otherwise, or publicly disclose the intention to make any offer, sale, pledge, or disposition, or to enter into any transaction, swap, hedge, or other arrangement, without, in each case, the prior written consent of J.P. Morgan Securities LLC for a period of 60 days after January 31, 2017.

On March 1, 2017, the Reporting Person entered into a performance phantom stock agreement payable in shares of Common Stock (the “Performance Phantom Stock Agreement”) under the Plan.  The 245,234 target phantom shares granted under the Performance Phantom Stock Agreement will vest (if any) in equal annual increments over a five-year period ranging from 0% to 200% of the target phantom shares granted based on the Issuer’s share price appreciation relative to the share price appreciation of the S&P Oil & Gas Exploration & Production Select Industry Index for each year in the five-year performance period beginning on January 1, 2017 and ending on December 31, 2021, subject to the Reporting Person’s continuous service with the Issuer through each vesting date.

Upon the occurrence of any of the following events, awards made under the Performance Phantom Stock Agreement will vest on a pro rata basis on each remaining vesting date:  a Qualifying Termination (as defined in the Performance Phantom Stock Agreement), Constructive Termination (as defined in the Performance Phantom Stock Agreement), or the Reporting Person’s death or Disability (as defined in the Plan).  Upon the occurrence of a Change of Control (as defined in the Plan), the Reporting Person would vest in the greater of the number of unvested phantom shares based on actual results or the target number of unvested phantom shares.

Item 7.  Material to Be Filed as Exhibits.

Exhibit A	Form of Lock-Up Agreement (filed as Exhibit A to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K on February 6, 2017, and incorporated herein by reference).
Exhibit B	Form of Restricted Stock Agreement for A. R. Sanchez, Jr., Antonio R. Sanchez, III and Eduardo Sanchez (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K on February 23, 2016, and incorporated herein by reference).
Exhibit C	Form of Performance Phantom Stock Agreement.
Exhibit D	Third Amended and Restated 2011 Long Term Incentive Plan (incorporated by reference to the Issuer’s Current Report on Form 8-K on May 26, 2016, and incorporated herein by reference).

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SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Dated: March 10, 2017

/s/ A. R. Sanchez, Jr.

A. R. SANCHEZ, JR.

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EX-99.C

Exhibit C

SANCHEZ ENERGY CORPORATION

THIRD AMENDED AND RESTATED 2011 LONG TERM INCENTIVE PLAN

PERFORMANCE PHANTOM STOCK AGREEMENT

Participant:

Address:

Number of Target Phantom Shares:

Date of Grant:

Vesting of Phantom Shares:	Vesting Date	Vested %
		20	%
		20	%
		20	%
		20	%
		20	%
		Total: 100	%

Sanchez Energy Corporation, a Delaware corporation (the “Company”), hereby grants to the Participant, pursuant to the provisions of the Sanchez Energy Corporation Third Amended and Restated 2011 Long Term Incentive Plan, as amended from time to time in accordance with its terms (the “Plan”), an award (this “Award”) pursuant to Section 6(b) of the Plan of shares of Phantom Stock (the “Phantom Shares”), effective as of the “Date of Grant” as set forth above, upon and subject to the terms and conditions set forth in this Phantom Stock Agreement (this “Agreement”) and in the Plan, which are incorporated herein by reference.  The number of Target Phantom Shares subject to this Award that vest if any shall be determined in accordance with the terms and conditions set forth on Schedule I attached hereto.  Each Phantom Share subject to this Award represents a notional share granted under the Plan that upon vesting and settlement, in accordance with the terms and conditions set forth on Schedule I attached hereto, would entitle the Participant to receive one Common Share as of the applicable Vesting Date (as defined below). The Phantom Shares will be credited to a separate account maintained for the Participant on the books of the Company (the “Account”) and will vest and be settled in accordance with Section 3 below.  Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Plan.

EFFECT OF THE PLAN. The Phantom Shares granted to Participant are subject to all of the provisions of the Plan and this Agreement, together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of Participant, so long as such amendment, modification, restatement or supplement shall not materially reduce the rights and benefits available to Participant hereunder, and this Award shall be subject, without further action by the Company or Participant, to such amendment, modification, restatement or supplement unless provided otherwise therein.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee, the Phantom Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Sanchez Oil & Gas Corporation and the Company) (“Continuous Service”) in accordance with, and subject to the terms and conditions, set forth in Schedule I attached hereto.

Phantom Shares that have vested pursuant to this Agreement, including Schedule I attached hereto, are referred to herein as “Vested Phantom Shares” and Phantom Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Phantom Shares.”

SETTLEMENT.  Subject to Section 2 above and Section 7 below, with respect to the Vested Phantom Shares that become vested as of a given Vesting Date, the Company shall deliver to the Participant one share of Common Stock no later than the fifteenth (15th) day following the applicable Vesting Date (such date, the “Settlement Date”) and upon settlement, such Vested Phantom Shares will cease to be credited to the Account.

NON-TRANSFERABILITY. Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any of the Phantom Shares, or any right or interest therein, by operation of law or otherwise, except only with respect to a transfer of title effected pursuant to Participant’s will or the laws of descent and distribution following Participant’s death. References to Participant, to the extent relevant in the context, shall include references to authorized transferees. Any transfer in violation of this Section 5 shall be void and of no force or effect, and shall result in the immediate forfeiture of all Phantom Shares.

DIVIDEND EQUIVALENTS AND VOTING RIGHTS. The Participant shall not be deemed for any purpose to be the owner of the Common Shares underlying the Phantom Shares subject to the Award, other than with respect to the Participant’s right to receive payment upon vesting and settlement of the Phantom Shares pursuant to Section 3 above.  The Participant acknowledges and agrees that, with respect to each Phantom Share credited to the Account, the Participant has no voting rights with respect to the Company.  If the Company pays a cash dividend on its outstanding Common Shares for which the Record Date (for purposes of this Agreement, the “Record Date” is the date on which shareholders of record are determined for purposes of paying the cash dividend on Common Shares) occurs after the Date of Grant and prior to the Settlement Date, the Participant shall receive a lump sum cash payment on the applicable Settlement Date equal to the aggregate amount of the ordinary cash dividends paid by the Company on a single Common Share multiplied by the number of Phantom Shares awarded under this Agreement that are both (x) unvested and unpaid as of each applicable Record Date and (y) settled upon such Settlement Date.

CAPITAL ADJUSTMENTS AND CORPORATE EVENTS. If, from time to time during the term of this Agreement, there is any capital adjustment affecting the outstanding Common Shares as a class without the Company’s receipt of consideration, the Unvested Phantom Shares shall be adjusted in accordance with the provisions of Section 4(c) of the Plan. Any and all new, substituted or additional securities that become subject to the Award hereunder because of a capital adjustment shall be immediately subject to the forfeiture provisions of this Agreement and included thereafter as “Unvested Phantom Shares” for purposes of this Agreement.

GENERAL ASSETS.  All amounts credited to the Participant’s Account under this Agreement shall continue for all purposes to be part of the general assets of the Company.  The Participant’s interest in the Account shall make the Participant only a general, unsecured creditor of the Company.

TAX MATTERS.

The Company’s obligation to pay amounts to Participant upon the vesting and settlement of the Phantom Shares shall be subject to the satisfaction of any and all applicable federal, state and local income and/or employment tax withholding requirements (the “Required Withholding”) and the Company shall withhold from any payment due to the Participant such amount necessary to satisfy Participant’s Required Withholding.

Participant acknowledges that the tax consequences associated with this Award are complex and that the Company has urged Participant to review with Participant’s own tax advisors the federal, state, and local tax consequences of this Award. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of the Award.

ENTIRE AGREEMENT; GOVERNING LAW. The Plan and this Agreement constitute the entire agreement of the Company and Participant (collectively, the “Parties”) with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof. If there is any

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inconsistency between the provisions of this Agreement and of the Plan, the provisions of the Plan shall govern. Nothing in the Plan and this Agreement (except as expressly provided therein or herein) is intended to confer any rights or remedies on any person other than the Parties. The Plan and this Agreement are to be construed in accordance with and governed by the internal laws of the State of Delaware, without giving effect to any choice-of-law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Parties. Should any provision of the Plan or this Agreement relating to the subject matter hereof be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

INTERPRETIVE MATTERS. Whenever required by the context, pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singular shall include the plural, and vice versa. The term “include” or “including” does not denote or imply any limitation. The captions and headings used in this Agreement are inserted for convenience and shall not be deemed a part of this Award or this Agreement for construction or interpretation.

NATURE OF PAYMENTS. Any and all payments in respect of Phantom Shares hereunder shall constitute special incentive payments to Participant and shall not be taken into account in computing the amount of salary or compensation of Participant for the purpose of determining any retirement, death or other benefits under (a) any retirement, bonus, life insurance or other employee benefit plan of the Company, or (b) any agreement between the Company and Participant, except as such plan or agreement shall otherwise expressly provide.

AMENDMENT; WAIVER. This Agreement may be amended or modified only by means of a written document or documents signed by the Company and Participant. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board or by the Committee. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

NOTICE. Any notice or other communication required or permitted hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid delivery in person or by courier or upon the earlier of delivery or the third business day after deposit in the United States mail if sent by certified mail, with postage and fees prepaid, addressed to the other Party at its address as shown beneath its signature in this Agreement, or to such other address as such Party may designate in writing from time to time by notice to the other Party in accordance with this Section 14.

SECTION 409A.  Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or shall comply with the requirements of Section 409A of the Code, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Section 409A of the Code.  Any provision of this Agreement to the contrary notwithstanding, if the Participant is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, as determined by the Company, on the Participant’s termination date, all amounts due under this Agreement that constitute a “deferral of compensation” within the meaning of Section 409A of the Code, that are provided as a result of a “separation from service” within the meaning of Section 409A of the Code, and that would otherwise be paid or provided during the first six months following the Participant’s termination date, shall be accumulated through and paid or provided on the first business day that is more than six months after the Participant’s termination date (or, if Participant dies during such six month period, within 30 days after Participant’s death). Notwithstanding the foregoing, none of the Company, its Affiliates, officers, directors, employees, or agents guarantees that this Agreement complies with, or is exempt from, the requirements of Section 409A of the Code and none of the foregoing shall have any liability for the failure of this Agreement to comply with, or be exempt from, such requirements.

HSR FILINGS. If a filing is required pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the issuance to the Participant of any shares of Common Stock pursuant to this Award, compliance with the requirements of the HSR Act shall be a condition precedent to any such issuance.  In such event, the Company, on the one hand, and the Participant, on the other hand, shall, prior to such issuance, (i) as promptly as practicable, make, or cause or be made, all filings and submissions required under the

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HSR Act, and (ii) use their commercially reasonable efforts to obtain, or cause to be obtained, consent in respect of such filings and submissions (or the termination or expiration of the applicable waiting period, as applicable); provided, however, any filing or submission fees required of any person or entity in connection with any such filings or submissions required under the HSR Act shall be paid by the Company.

[Signature page follows]

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SANCHEZ ENERGY CORPORATION

By:

Title:

Address:

PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company upon any change in the address for notice indicated in this Agreement.

DATED:	SIGNED:
		PARTICIPANT
	Address:

Schedule I
 Performance Condition for the Performance Period

The number of Target Phantom Shares that vest (if any) shall be determined by the achievement of the metrics as shown in the chart below during the 5-year period commencing January 1, 2017 and ending December 31, 2021 (the “Performance Period”).

Performance Delta (%)	Payout as a Percentage of the Target Restricted Stock Units
25% or greater	200	%
20%	180	%
15%	160	%
10%	140	%
5%	120	%
0%	100	%
-5%	80	%
-10%	60	%
-15%	40	%
-20%	20	%
-25% or greater	0	%

Per the chart above, the number of Target Phantom Shares earned (if any) is based on the Performance Delta. Following the end of each Measurement Period, but in no event later than sixty (60) days following the end of such Measurement Period (each such date, a “Vesting Date”), the Performance Delta for such Measurement Period shall be determined and the results for each Measurement Period shall be weighted 20%. In determining the level of performance achieved and the number of Phantom Shares earned, the Committee will interpolate on a straight-line basis between the points on the above chart and shall have the discretion to adjust the number of Phantom Shares earned upward or downward, but in no event shall more than 200% of the Target Phantom Shares be earned for the entire Performance Period or 40% of the Target Phantom Shares for each Measurement Period. In general, except as provided below with respect to certain terminations of the Participant’s Continuous Service, the Participant must be employed on the applicable Vesting Date in order to become vested in the applicable portion of the Phantom Shares.

Termination of Employment:

If, prior to the end of the Performance Period, the Participant’s Continuous Service terminated due to a Qualifying Termination, a Constructive Termination, or the Participant’s death or Disability, the Participant shall become vested in a pro-rata number of Phantom Shares determined as follows: (i) the number of Phantom Shares that would otherwise become Vested Phantom Shares as of each remaining Vesting Date based actual performance results for the applicable Measurement Period multiplied by (ii) a fraction, the numerator of which is the number of completed calendar days in the Performance Period prior to the date on which the Participant’s Continuous Service terminates and the denominator of which is the total number of calendar days the Performance Period.

Upon a termination of the Participant’s Continuous Service prior to the end of an applicable Measurement Period other than due to a Qualifying Termination, a Constructive Termination, or the Participant’s death

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or Disability, all Unvested Phantom Shares then held by the Participant shall be forfeited without consideration.

Change of Control:

Upon the occurrence of a Change of Control, prior to the end of the Performance Period, the Participant shall become vested in any Unvested Phantom Shares for each remaining Measurement Period equal to the greater of (x) the number of Phantom Shares that would otherwise become Vested Phantom Shares based on actual performance results for such Measurement Period determined as if the date of the Change of Control is the last day of each remaining Measurement Period or (y) the number of Target Phantom Shares for each remaining Measurement Period. For purposes of this paragraph, such Vested Phantom Shares shall be settled no later than the fifteenth (15th) day following the date of the Change of Control.

For purposes of this Schedule I, the terms set forth below shall have the following respective meanings:

“Beginning Company Share Price” shall be equal to the average closing price of a share of Common Stock for the 10 trading days preceding the first day of the Performance Period.

“Beginning Index Share Price” shall be equal to the average closing price of the S&P Oil & Gas Exploration & Production Select Industry Index for the 10 trading days preceding the first day of the Performance Period.

“Company Share Price Appreciation” shall be equal to the difference between (i) the average closing price of a share of Common Stock for the 10 trading days preceding the last day of the relevant Measurement Period, plus any dividends paid during such Measurement Period, and (ii) the Beginning Company Share Price.

“Constructive Termination” shall mean (i) the assignment of a duty or duties to Participant by the Board that are not commensurate with the position of [                  ] or the Board’s material reduction in Participant’s duties; provided, that, the foregoing occurs without Participant’s consent, and provided, further, that, Participant has provided notice to an executive officer of the Company (other than the Participant), with a copy to the Board, within thirty (30) days after the initial occurrence of the event set forth in clause (i) of Participant’s intention to terminate Participant’s Continuous Service due to a Constructive Termination, and the Company has failed to cure such event to the reasonable satisfaction of Participant within thirty (30) days after receipt of notice thereof, or (ii) any reduction in Participant’s title or position as [                  ] without Participant’s consent, provided, further, that, Participant has provided notice to an executive officer of the Company (other than the Participant), with a copy to the Board, within thirty (30) days after such reduction of Participant’s intention to terminate Participant’s Continuous Service due to a Constructive Termination, and the Company has failed to cure such reduction to the reasonable satisfaction of Participant within thirty (30) days after receipt of notice thereof. For the avoidance of doubt, grounds for Participant to terminate Continuous Service due to a Constructive Termination shall not exist if the events in (i) or (ii) above occur while Participant controls, directly or indirectly, the Board or such events are initiated at the direction of Participant (in which case consent shall be deemed to have been given by Participant).

“Index Share Price Appreciation” shall be equal to the difference between (i) the average closing price of the S&P Oil & Gas Exploration & Production Select Industry Index for the 10 trading days

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preceding the last day of the relevant Measurement Period, plus the volume weighted average of dividends paid during such Measurement Period, and (ii) the Beginning Index Share Price.

“Measurement Period” shall mean the period beginning on January 1, 2017 and ending on December 31st of the relevant calendar year within the Performance Period.

“Performance Delta” shall be equal to the difference between (A)(i)the Company Share Price Appreciation divided by (ii) the Beginning Company Share Price and (B)(iii)the Index Share Price Appreciation divided by (iv) the Beginning Index Share Price, with such difference expressed as a percentage.

“Qualifying Termination” shall mean a termination of Participant’s Continuous Service by the Company other than due to Participant’s (i) commission of, conviction for, plea of guilty or nolo contendere to a felony, or other material act or omission involving dishonesty or fraud or (ii) gross negligence or willful malfeasance.

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