Sec Form 4 Filing - Tyrus Capital S.A.M. @ SANDRIDGE ENERGY INC - 2017-02-13

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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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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/YY)
02/13/2017
(Street)
MONACO, O9MC 98000
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/13/2017( 5 ) C 1,093,407 A 2,170,361 I ( 1 ) ( 4 ) See Footnotes ( 1 ) ( 4 )
Common Stock 02/13/2017( 5 ) C 502,174 A 918,793 I ( 2 ) ( 4 ) See Footnotes ( 2 ) ( 4 )
Common Stock 02/14/2017 S 16,200 D $ 20.5218 2,154,161 I ( 1 ) ( 4 ) See Footnotes ( 1 ) ( 4 )
Common Stock 493,046 I ( 3 ) ( 4 ) See Footnotes ( 3 ) ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 ) 02/13/2017( 5 ) C( 5 ) 10/04/2016( 5 ) 10/04/2020 Common Stock 1,093,407 $ 0 0 I ( 1 ) ( 4 ) See footnotes ( 1 ) ( 4 )
0.00% Convertible Senior Subordinated Notes due 2020 ( 5 ) 02/13/2017( 5 ) C( 5 ) 10/04/2016( 5 ) 10/04/2020 Common Stock 502,174 $ 0 0 I ( 2 ) ( 4 ) See footnotes ( 2 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tyrus Capital S.A.M.
4 AVENUE ROQUEVILLE
MONACO, O9MC 98000
X
Chedraoui Tony
4 AVENUE ROQUEVILLE
MONACO, O9MC 98000
X
Signatures
Tyrus Capital S.A.M., By: Mark Madden, Director /s/ Mark Madden 02/15/2017
Signature of Reporting Person Date
/s/ Tony Chedraoui 02/15/2017
Signature of Reporting Person Date
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.

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