8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 10, 2016

Date of Report (Date of earliest event reported)

STONE ENERGY CORPORATION

(Exact name of registrant as specified in charter)

Delaware	1-12074	72-1235413
(State or other jurisdiction of incorporation)	(Commission  File Number)	(IRS Employer Identification No.)

625 E. Kaliste Saloom Road Lafayette, Louisiana	70508
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:  (337) 237-0410

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03.    Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On June 10, 2016 (the “Effective Date”), Stone Energy Corporation (“Stone” or the “Company”) filed a certificate of amendment to the Company’s certificate of incorporation (the “Certificate of Amendment”), effective after the market closed on June 10, 2016, with the Secretary of State of the State of Delaware in order to effect the previously announced 1-for-10 reverse stock split.  Pursuant to the reverse stock split, every 10 shares of the Company’s issued and outstanding common stock (and such shares held in treasury) have been converted into one share of common stock.  The reverse stock split took effect at 4:01 p.m., Eastern Time, on June 10, 2016, and the common stock will begin trading on a split-adjusted basis when the market opens on June 13, 2016.  No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise have been entitled to a fractional share. Instead, each stockholder is entitled to receive a cash payment equal to the fraction of which such holder would otherwise have been entitled multiplied by the closing price per share on June 10, 2016.

Following the reverse stock split, the number of outstanding shares of the Company’s common stock was reduced by a factor of ten, and the number of authorized shares of common stock was also proportionately reduced.  The overall and per person share limitations in the Company’s 2009 Amended and Restated Stock Incentive Plan, as amended from time to time, and outstanding awards thereunder were also proportionately adjusted to reflect the reverse stock split.

The Company’s shares of common stock will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “SGY” but will trade under the new CUSIP number 861642304.  The reverse stock split was intended to increase the market price per share of Stone’s common stock in order to comply with the NYSE continued listing standards relating to minimum price per share. The reverse stock split will not cure Stone’s non-compliance with the NYSE average global market capitalization.

The reverse stock split followed (i) the granting of authority to the Board of Directors of the Company (the “Board”), by the Company’s stockholders at the 2016 Annual Meeting of Stockholders held on May 19, 2016, in its discretion, to determine whether to proceed with the reverse stock split and to select and file a certificate of amendment to Stone’s certificate of incorporation to effect the reverse stock spilt at a ratio to be determined by the Board, and (ii) the subsequent approval by the Company’s Board of the enactment of the 1-for-10 reverse stock split.  The voting results from the Annual Meeting and the stockholder approval of the reverse stock split authorization were disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 20, 2016.

Computershare Trust Company, N.A., the Company’s transfer agent, is acting as the exchange agent for the reverse stock split.

A copy of the Certificate of Amendment to the Company’s certificate of incorporation is filed as Exhibit 3.1 to this report.

Item 7.01.    Regulation FD Disclosure.

On June 13, 2016, the Company issued a press release announcing that the Board effected a 1-for-10 reverse split of the Company’s issued and outstanding shares of common stock. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the

“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
3.1	Certificate of Amendment to Certificate of Incorporation of Stone Energy Corporation
99.1	Press release dated June 13, 2016, “Stone Energy Corporation Announces Completion of Reverse Stock Split"

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Stone Energy Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STONE ENERGY CORPORATION

Date: June 13, 2016	By:	/s/ Lisa S. Jaubert
		Lisa S. Jaubert Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Amendment to Certificate of Incorporation of Stone Energy Corporation
99.1	Press release dated June 13, 2016, “Stone Energy Corporation Announces Completion of Reverse Stock Split"

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

STONE ENERGY CORPORATION

Stone Energy Corporation (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify, in accordance with Section 242 of the Delaware General Corporation Law:

1. The first sentence of Article FOURTH shall be, and it hereby is, amended in its entirety to read as follows:

“FOURTH: The total number of shares of capital stock of the corporation shall be 35,000,000, which shall consist of 5,000,000 shares of Preferred Stock, par value of $.01 per share, and 30,000,000 shares of Common Stock, par value of $.01 per share.”

2. Article FOURTH shall be, and it hereby is, amended to add the following immediately after the first sentence of Article FOURTH:

“Upon the effectiveness of this Certificate of Amendment (the “Effective Time”), a one-for-ten reverse stock split of the Corporation’s Common Stock shall become effective, pursuant to which each ten shares of Common Stock outstanding and held of record by each stockholder of the Corporation (or held in treasury) immediately prior to the Effective Time shall, automatically and without any action by the holder thereof, be reclassified and combined into one validly issued, fully-paid and nonassessable share of Common Stock (such reclassification and combination of shares, the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split. In lieu thereof, (i) with respect to holders of one or more certificates which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, upon surrender after the Effective Time of such certificate or certificates, any holder who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment (the “Fractional Share Payment”) equal to the fraction of which such holder would otherwise be entitled multiplied by the closing price per share on the trading day immediately preceding the Effective Time as reported by the NYSE (as adjusted to give effect to the Reverse Stock Split); provided that, whether or not fractional shares would be issuable as a result of the Reverse Stock Split shall be determined on the basis of (a) the total number of shares of Common Stock that were issued and outstanding immediately prior to the Effective Time formerly represented by certificates that the holder is at the time surrendering and (b) the aggregate number of shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificates shall have been reclassified; and (ii) with respect to holders of shares of Common Stock in book-entry form in the records of the Company’s transfer agent that were issued and outstanding immediately prior to the Effective Time, any holder who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive the Fractional Share Payment automatically and without any action by the holder.

Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares formerly represented by such certificate have been reclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock as set forth above).”

3. The foregoing amendments were duly adopted, in accordance with Section 242 of the Delaware General Corporation Law.

4. This Certificate of Amendment shall be effective at 4:01 p.m., Eastern time, on June 10, 2016.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Incorporation on this 10^th day of June, 2016.

STONE ENERGY CORPORATION

By:	/s/ Lisa S. Jaubert
	Lisa S. Jaubert Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

STONE ENERGY CORPORATION

Announces Completion of Reverse Stock Split

LAFAYETTE, LA. June 13, 2016

Stone Energy Corporation (NYSE: SGY) today announced that at the close of business on June 10, 2016, it effected a 1-for-10 reverse stock split. Every 10 shares of Stone’s issued and outstanding common stock were automatically converted into one share of common stock. Stone’s common stock will begin trading on a split-adjusted basis when the market opens on June 13, 2016.

Pursuant to the reverse stock split, every 10 shares of Stone’s issued and outstanding common stock (and such shares held in treasury) were automatically converted into one share of common stock. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise have been entitled to a fractional share. Instead, each stockholder is entitled to receive a cash payment equal to the fraction of which such holder would otherwise have been entitled multiplied by the closing price per share on June 10, 2016. Following the reverse stock split, the number of outstanding shares of Stone’s common stock was reduced by a factor of ten.  The number of authorized shares of common stock has also been proportionately decreased. The overall and per person share limitations in Stone’s 2009 Amended and Restated Stock Incentive Plan, as amended from time to time, and outstanding awards thereunder were also proportionately adjusted to reflect the reverse stock split.

Stone’s shares of common stock will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “SGY” but will trade under the new CUSIP number 861642304. The reverse stock split was intended to increase the market price per share of Stone’s common stock in order to comply with the NYSE continued listing standards relating to minimum price per share. The reverse stock split will not cure Stone’s non-compliance with the NYSE average global market capitalization.

Computershare Trust Company, N.A., Stone’s transfer agent, is acting as the exchange agent for the reverse stock split. Please contact Computershare Trust Company, N.A. for further information at (800) 962-4284.

Forward Looking Statements

Certain statements in this press release are forward-looking and are based upon Stone’s current belief as to the outcome and timing of future events. All statements, other than statements of historical facts, that address activities that Stone plans, expects, believes, projects, estimates or anticipates will, should or may occur in the future, including future production of oil and gas, future capital expenditures and drilling of wells and future financial or operating results are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include the timing and extent of changes in commodity prices for oil and gas, operating risks, liquidity risks, including risks relating to our bank credit facility, our outstanding notes and any restructuring thereof, and our ability to continue as a going concern, any potential chapter 11 bankruptcy proceeding, political and regulatory developments and legislation, including developments and legislation relating to our operations in the Gulf of Mexico and Appalachia, and other risk factors and known trends and uncertainties as described in Stone’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the SEC. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Stone’s actual results and plans could differ materially from those expressed in the forward-looking statements.

Stone Energy is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Stone is engaged in the acquisition, exploration, development and production of properties in the Gulf of Mexico and Appalachian basins. For additional information, contact Kenneth H. Beer, Chief Financial Officer, at 337-521-2210 phone, 337-521-9880 fax or via e-mail at CFO@StoneEnergy.com.