FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SANDRIDGE ENERGY INC [ SD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/20/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $0.001 par value (Common Shares) | 04/20/2010 | P | 7,000,000 | D | $7.15 | 4,203,600 | I | See footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
See footnote(6) | (2) | 04/20/2010 | P | 725,000 | (3) | (4) | Common Shares | 9,048,363 | $116.5 | 725,000 | I | See footnote(5) | |||
Preferred Shares | (2) | 04/21/2010 | P | 72,500 | (3) | (4) | Common Shares | 904,837 | $117 | 797,500 | I | See footnote(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Following the transactions reported herein, 277,000 Common Shares are held by V. Prem Watsa and the remaining Common Shares are held by subsidiaries of Fairfax Financial Holdings Limited, including, following the transactions reported herein, 897,600 Common Shares held by Odyssey America Reinsurance Corporation. United States Fire Insurance Company no longer holds any Common Shares. |
2. Each Preferred Share is convertible into 12.4805 Common Shares, subject to adjustment under certain circumstances. |
3. The Preferred Shares are convertible at any time at the holder's option. |
4. After February 20, 2014, Sandridge Energy Inc. may cause all outstanding Preferred Shares to automatically convert into Common Shares at the then-prevailing conversion rate if certain conditions are met. |
5. The Preferred Shares are held by subsidiaries of Fairfax Financial Holdings Limited, including, following the transactions reported herein, 69,000 Preferred Shares held by TIG Insurance Company, 88,800 Preferred Shares held by The North River Insurance Company and its subsidiaries, and 487,600 Preferred Shares held by Odyssey America Reinsurance Corp. and its subsidiaries. |
6. 8.5% Convertible Perpetual Preferred Stock (Preferred Shares) |
/s/ Paul Rivett, Vice President and Chief Legal Officer | 04/22/2010 | |
/s/ V. Prem Watsa | 04/22/2010 | |
/s/ V. Prem Watsa, President | 04/22/2010 | |
/s/ V. Prem Watsa, President | 04/22/2010 | |
/s/ V. Prem Watsa, President | 04/22/2010 | |
/s/ Joseph Zampella, Vice President and Controller | 04/22/2010 | |
/s/ Paul Bassaline, Vice President | 04/22/2010 | |
/s/ Paul Bassaline, Vice President | 04/22/2010 | |
/s/ Kirk M. Reische, Vice President | 04/22/2010 | |
** 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. |