FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Tyrus Capital S.A.M.
2. Issuer Name and Ticker or Trading Symbol

SANDRIDGE ENERGY INC [ SD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

4 AVENUE ROQUEVILLE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/13/2017
(Street)

MONACO, O9 MC 98000
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/13/2017   (5)   C    1093407   A   (5) 2170361   I   (1) (4) See Footnotes   (1) (4)
Common Stock   2/13/2017   (5)   C    502174   A   (5) 918793   I   (2) (4) See Footnotes   (2) (4)
Common Stock   2/14/2017     S    16200   D $20.5218   2154161   I   (1) (4) See Footnotes   (1) (4)
Common Stock                  493046   I   (3) (4) See Footnotes   (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
0.00% Convertible Senior Subordinated Notes due 2020     (5) 2/13/2017   (5)   C   (5)       $20511010    10/4/2016   (5) 10/4/2020   Common Stock   1093407   $0   0   I   (1) (4) See footnotes   (1) (4)
0.00% Convertible Senior Subordinated Notes due 2020     (5) 2/13/2017   (5)   C   (5)       $9420180    10/4/2016   (5) 10/4/2020   Common Stock   502174   $0   0   I   (2) (4) See footnotes   (2) (4)

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 or were held, as applicable, 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 or Convertible Notes, as applicable, are or were held, as applicable, for the account of TC Five Limited. Tyrus Capital S.A.M. serves as investment manager to TC Five Limited.
( 3)  These Shares are held for the account of Tyrus Capital Event S.a r.l. Tyrus Capital S.A.M. serves as investment manager and adviser to Tyrus Capital Event S.a r.l.
( 4)  Each Reporting Person disclaims beneficial ownership of the Shares, including Shares obtained upon conversion of Convertible Notes and Shares obtainable 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.
( 5)  The Convertible Notes had a conversion rate of approximately 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 were convertible at any time to, and including, the business day immediately preceding the maturity date of October 4, 2020. On February 13, 2017, the Issuer notified all holders of Convertible Notes that a mandatory conversion event had occurred and that all outstanding Convertible Notes would mandatorily convert pursuant to the terms of the indenture governing the Convertible Notes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Tyrus Capital S.A.M.
4 AVENUE ROQUEVILLE
MONACO, O9 MC 98000

X

Chedraoui Tony
4 AVENUE ROQUEVILLE
MONACO, O9 MC 98000

X


Signatures
Tyrus Capital S.A.M., By: Mark Madden, Director /s/ Mark Madden 2/15/2017
** Signature of Reporting Person Date

/s/ Tony Chedraoui 2/15/2017
** 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 control number.
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