UNIT CORPORATION
|
(Name of Issuer)
|
Common Stock, par value $0.20 per share
|
(Title of Class of Securities)
|
909218109
|
(CUSIP Number)
|
Steven B. Klinsky
New Mountain Vantage, L.P.
787 Seventh Avenue, 49th Floor
New York, NY 10019
(212) 720-0300
Copies to:
Raphael M. Russo
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3309
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
December 22, 2015
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 2 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage GP, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,910,957
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,910,957
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,910,957
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 3 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
592,404
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
592,404
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
592,404
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 4 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage LO, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
75,136
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
75,136
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,136
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 5 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage (California), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
84,676
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
84,676
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,676
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 6 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage (California) II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,158,741
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,158,741
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,158,741
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 7 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage Advisers, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
2,044,477
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,044,477
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,044,477
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
|
14
|
TYPE OF REPORTING PERSON
IA
|
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 8 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage (Cayman), Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
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
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
84,940
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
84,940
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,940
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 9 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage HoldCo Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
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
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
84,940
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
84,940
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,940
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 10 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven B. Klinsky
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF, PF
|
|
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
0
|
8
|
SHARED VOTING POWER
2,044,477
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,044,477
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,044,477
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 11 of 16
|
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 12 of 16
|
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 13 of 16
|
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 14 of 16
|
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 15 of 16
|
NEW MOUNTAIN VANTAGE GP, L.L.C.
|
|||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
|||
NEW MOUNTAIN VANTAGE, L.P.
|
|||
By:
|
New Mountain Vantage GP, L.L.C.,
its general partner
|
||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
|||
NEW MOUNTAIN VANTAGE LO, L.P.
|
|||
By:
|
New Mountain Vantage GP, L.L.C.,
its general partner
|
||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
|||
NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P.
|
|||
By:
|
New Mountain Vantage GP, L.L.C.,
its general partner
|
||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
|||
NEW MOUNTAIN VANTAGE (CALIFORNIA) II, L.P.
|
|||
By:
|
New Mountain Vantage GP, L.L.C.,
its general partner
|
||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
|||
CUSIP No. 909218109
|
SCHEDULE 13D |
Page 16 of 16
|
NEW MOUNTAIN VANTAGE ADVISERS, L.L.C.
|
|||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
|||
NEW MOUNTAIN VANTAGE (CAYMAN) LTD.
|
|||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
|||
NEW MOUNTAIN VANTAGE HOLDCO LTD.
|
|||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
Date
|
Shares of Common Stock
Purchased or Sold
|
Approximate Price per Share
(inclusive of commissions)
|
11/11/2015
|
-
|
-
|
11/24/2015
|
-
|
-
|
12/2/2015
|
(13,594.00)
|
17.27
|
12/4/2015
|
(19,811.00)
|
14.81
|
12/10/2015
|
-
|
-
|
12/14/2015
|
(5,000.00)
|
12.02
|
12/15/2015
|
-
|
-
|
12/16/2015
|
(19,586.00)
|
11.85
|
12/17/2015
|
-
|
-
|
12/18/2015
|
-
|
-
|
12/21/2015
|
-
|
-
|
12/22/2015
|
-
|
-
|
Date
|
Shares of Common Stock
Purchased or Sold
|
Approximate Price per Share
(inclusive of commissions)
|
11/11/2015
|
-
|
-
|
11/24/2015
|
-
|
-
|
12/2/2015
|
-
|
-
|
12/4/2015
|
-
|
-
|
12/10/2015
|
(25,060.00)
|
13.52
|
12/14/2015
|
(56,600.00)
|
11.97
|
12/15/2015
|
(37,724.00)
|
12.43
|
12/16/2015
|
(11,576.00)
|
11.91
|
12/17/2015
|
(61,148.00)
|
11.21
|
12/18/2015
|
(48,852.00)
|
11.19
|
12/21/2015
|
(56,409.00)
|
10.81
|
12/22/2015
|
(48,915.00)
|
11.31
|
NEW MOUNTAIN VANTAGE GP, L.L.C.
|
|||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
|||
NEW MOUNTAIN VANTAGE, L.P.
|
|||
By:
|
New Mountain Vantage GP, L.L.C.,
its general partner
|
||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
|||
NEW MOUNTAIN VANTAGE LO, L.P.
|
|||
By:
|
New Mountain Vantage GP, L.L.C.,
its general partner
|
||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
|||
NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P.
|
|||
By:
|
New Mountain Vantage GP, L.L.C.,
its general partner
|
||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
|||
NEW MOUNTAIN VANTAGE (CALIFORNIA) II, L.P.
|
|||
By:
|
New Mountain Vantage GP, L.L.C.,
its general partner
|
||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
|||
NEW MOUNTAIN VANTAGE ADVISERS, L.L.C.
|
|||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
|||
NEW MOUNTAIN VANTAGE (CAYMAN) LTD.
|
|||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|
|||
NEW MOUNTAIN VANTAGE HOLDCO LTD.
|
|||
By:
|
/s/ Douglas A. Chiciak | ||
Name: Douglas A. Chiciak
Title: Authorized Signatory
|