UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Canadian
Superior Energy
Inc.
(Name
of
Issuer)
Common
Stock, no par value
per share
(Title
of
Class of Securities)
136644101
(CUSIP
Number)
David
E.
Tang, Esq.
Howard
Rice Nemerovski Canady Falk & Rabkin,
A
Professional Corporation
Three
Embarcadero Center, Suite 700
San
Francisco, CA 94111-4024
415.434.1600
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
December
29,
2008
(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.
£
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).
|
1.
|
Names
of Reporting Persons.
|
STEELHEAD
PARTNERS, LLC
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
£
(b)
T
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
|
OO
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
£
|
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
Voting Power
|
18,161,315
|
|
8.
|
Shared
Voting Power
|
0
|
|
9.
|
Sole
Dispositive Power
|
18,161,315
|
|
10.
|
Shared
Dispositive Power
|
0
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
18,161,315
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
11.4%
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
IA
|
|
1.
|
Names
of Reporting Persons.
|
STEELHEAD
NAVIGATOR MASTER, L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
£
(b)
T
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
|
WC
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
£
|
|
6.
|
Citizenship
or Place of Organization
|
Bermuda
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
Voting Power
|
17,811,315
|
|
8.
|
Shared
Voting Power
|
0
|
|
9.
|
Sole
Dispositive Power
|
17,811,315
|
|
10.
|
Shared
Dispositive Power
|
0
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
17,811,315
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
11.2%
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
PN
|
|
1.
|
Names
of Reporting Persons.
|
STEELHEAD
OFFSHORE PARTNERS, L.L.C.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
£
(b)
T
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
|
OO
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
£
|
|
6.
|
Citizenship
or Place of Organization
|
DE
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
Voting Power
|
0
|
|
8.
|
Shared
Voting Power
|
17,811,315
|
|
9.
|
Sole
Dispositive Power
|
0
|
|
10.
|
Shared
Dispositive Power
|
17,811,315
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
17,811,315
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
11.2%
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
OO
|
|
1.
|
Names
of Reporting Persons.
|
JAMES
MICHAEL JOHNSTON
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
£
(b)
T
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
|
OO
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
£
|
|
6.
|
Citizenship
or Place of Organization
|
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
Voting Power
|
0
|
|
8.
|
Shared
Voting Power
|
18,161,315
|
|
9.
|
Sole
Dispositive Power
|
0
|
|
10.
|
Shared
Dispositive Power
|
18,161,315
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
18,161,315
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
11.4%
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN/HC
|
|
1.
|
Names
of Reporting Persons.
|
BRIAN
KATZ KLEIN
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
£
(b)
T
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
|
OO
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
£
|
|
6.
|
Citizenship
or Place of Organization
|
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
Voting Power
|
0
|
|
8.
|
Shared
Voting Power
|
18,161,315
|
|
9.
|
Sole
Dispositive Power
|
0
|
|
10.
|
Shared
Dispositive Power
|
18,161,315
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
18,161,315
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
11.4%
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN/HC
|
Item
1. Security
and Issuer
This
Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D (the
“Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on
October 8, 2008, by Steelhead Partners, LLC (“Steelhead”), Steelhead Offshore
Partners, LLC (“Steelhead Offshore”), Steelhead Navigator Master, L.P.
(“Navigator”), James Michael Johnston and Brian Katz Klein, relating to shares
of common stock, no par value per share (the “Common Stock”), of Canadian
Superior Energy Inc. (the “Issuer”). Unless expressly amended or supplemented by
this Amendment, all information previously included in the Schedule 13D remains
in effect.
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration
|
Item
3 of
the Schedule 13D is amended and restated in its entirety as
follows:
The
source of funds used to purchase the Issuer’s securities reported as
beneficially owned by the reporting persons on this Schedule (the “Securities”)
was the working capital of Navigator and certain client accounts for which
Steelhead serves as the general partner and/or investment
manager. The amount of funds used to purchase the Securities was
approximately $50,386,000.
|
Item
5.
|
Interest
in Securities of the Issuer
|
Item
5(a)
of the Schedule 13D is amended and restated in its entirety as
follows:
(a) Navigator
beneficially owns 17,811,315 shares of Common Stock (which includes 3,500,000
shares issuable upon exercise in full of warrants held by Navigator). The
percentage of Common Stock beneficially owned by Navigator is
11.4%.
Steelhead
Offshore, as the general partner of Navigator, Steelhead, as the sole member
of
Steelhead Offshore and as the investment manager of Navigator and certain
client
accounts, and Mr. Johnston and Mr. Klein, as the member-managers of Steelhead,
may be deemed to beneficially own the shares owned by Navigator and/or such
client accounts in that they may be deemed to have the power to direct the
voting or disposition of the shares. Neither the filing of this Schedule
nor any
of its contents shall be deemed to constitute an admission that any of Steelhead
Offshore, Steelhead, Mr. Johnston or Mr. Klein is, for any other purpose,
the
beneficial owner of any such securities, and Steelhead Offshore, Steelhead,
Mr.
Johnston and Mr. Klein disclaim beneficial ownership as to such securities
except to the extent of their respective pecuniary interests therein. For
the
purposes of this Schedule, Steelhead, Mr. Johnston and Mr. Klein beneficially
own 18,161,315 shares of Common Stock (which includes all of the Issuer’s shares
beneficially owned by Navigator), and the percentage of Common Stock
beneficially owned by such reporting persons is 11.4%.
The
calculation of percentage of beneficial ownership in Item 13 of pages 2 -
6 was
derived from the Issuer’s Securities Registration Statement on Form F-3/A filed
with the SEC on November 26, 2008, in which the Issuer stated that the number
of
shares of its Common Stock outstanding as of November 17, 2008 was 156,116,009
shares.
Item 5(c)
is amended and supplemented as follows:
(c) During
the 60 days ended December 30, 2008, the reporting persons purchased the
following shares of Common Stock in the open market:
|
Entity
|
Trade
Date
|
Shares
(#)
|
Price/Share
($)
|
|
Client
Accounts
|
12-11-08
|
300,000
|
1.0800
|
During
the 60 days ended December 30,
2008, the reporting persons sold the following shares of Common Stock in
the
open market:
|
Entity
|
Trade
Date
|
Shares
(#)
|
Price/Share
($)
|
|
Navigator
|
12-02-08
|
1,000
|
1.1700
|
|
|
12-03-08
|
41,000
|
1.1045
|
|
|
12-03-08
|
75,000
|
1.1074
|
|
|
12-04-08
|
118,900
|
1.0365
|
|
|
12-05-08
|
50,500
|
1.0044
|
|
|
12-08-08
|
30,100
|
1.0884
|
|
|
12-08-08
|
25,000
|
1.0600
|
|
Entity
|
Trade
Date
|
Shares
(#)
|
Price/Share
($)
|
|
Navigator
|
12-10-08
|
42,100
|
1.0370
|
|
|
12-11-08
|
103,000
|
1.0625
|
|
|
12-11-08
|
300,000
|
1.0800
|
|
|
12-12-08
|
94,000
|
1.0051
|
|
|
12-15-08
|
30,700
|
1.0637
|
|
|
12-16-08
|
76,000
|
1.0402
|
|
|
12-17-08
|
64,500
|
1.0494
|
|
|
12-17-08
|
50,900
|
1.0700
|
|
|
12-18-08
|
53,900
|
1.0375
|
|
|
12-18-08
|
3,500
|
1.0700
|
|
|
12-19-08
|
57,800
|
1.0164
|
|
|
12-23-08
|
110,000
|
1.0227
|
|
|
12-29-08
|
550,000
|
0.9800
|
|
Item
7.
|
Material
to Be Filed as Exhibits
|
|
No
.
|
Exhibit
|
|
6.
|
Joint
Filing Undertaking.
|
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that
the information set forth in this statement is true, complete and
correct.
|
Dated:
December 31, 2008
|
STEELHEAD
PARTNERS, LLC
By:
/s/
James Michael Johnston
James
Michael Johnston
Its
Member-Manager
|
|
|
STEELHEAD
NAVIGATOR MASTER, L.P.
By:
Steelhead Partners, LLC, its Investment Manager
By:
/s/
James Michael Johnston
James
Michael Johnston
Its
Member-Manager
|
|
|
STEELHEAD
OFFSHORE PARTNERS, LLC..
By:
Steelhead Partners, LLC, its General Partner
By:
/s/
James Michael
Johnston
James
Michael Johnston
Its
Director
|
|
|
JAMES
MICHAEL JOHNSTON
/s/
James Michael Johnston
James
Michael Johnston
|
|
|
BRIAN
KATZ KLEIN
/s/
Brian Katz Klein
Brian
Katz Klein
|
EXHIBIT
6
JOINT
FILING UNDERTAKING
The
undersigned, being authorized thereunto, hereby execute this agreement as
an
exhibit to this Schedule 13D to evidence the agreement of the below-named
parties, in accordance with rules promulgated pursuant to the Securities
Exchange Act of 1934, to file this Schedule 13D, as it may be amended, jointly
on behalf of each of such parties.
|
Dated:
December 31, 2008
|
STEELHEAD
PARTNERS, LLC
By:
/s/
James Michael Johnston
James
Michael Johnston
Its
Member-Manager
|
|
|
STEELHEAD
NAVIGATOR MASTER, L.P.
By:
Steelhead Partners, LLC, its Investment Manager
By:
/s/
James Michael Johnston
James
Michael Johnston
Its
Member-Manager
|
|
|
STEELHEAD
OFFSHORE PARTNERS, LLC..
By:
Steelhead Partners, LLC, its General Partner
By:
/s/
James Michael
Johnston
James
Michael Johnston
Its
Director
|
|
|
JAMES
MICHAEL JOHNSTON
/s/
James Michael Johnston
James
Michael Johnston
|
|
|
BRIAN
KATZ KLEIN
/s/
Brian Katz Klein
Brian
Katz Klein
|