Sec Form 4 Filing - Jaubert Lisa S @ STONE ENERGY CORP - 2018-05-10

Insider filing report for Changes in Beneficial Ownership
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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
Jaubert Lisa S
2. Issuer Name and Ticker or Trading Symbol
STONE ENERGY CORP [ SGY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. VP, Gen Counsel & Sec
(Last) (First) (Middle)
625 E. KALISTE SALOOM ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2018
(Street)
LAFAYETTE, LA70508
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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, $0.01 par value 05/10/2018 D 890 ( 1 ) D 0 D
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
Warrants $ 42.04 05/10/2018 D 3,485 ( 2 ) 03/01/2021 Common Stock, $0.01 par value 3,485 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jaubert Lisa S
625 E. KALISTE SALOOM ROAD
LAFAYETTE, LA70508
Sr. VP, Gen Counsel & Sec
Signatures
Annette Finch, as Attorney-in-fact 05/10/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Stone Energy Corporation, a Delaware corporation ("Stone Energy"), Sailfish Energy Holdings Corporation, a Delaware corporation ("New Talos"), Sailfish Merger Sub Corporation, a Delaware corporation ("Merger Sub"), Talos Energy LLC, a Delaware limited liability company, and Talos Production LLC, a Delaware limited liability company, are parties to the Transaction Agreement, dated as of November 21, 2017 (the "Transaction Agreement"), pursuant to which, among other things, Merger Sub merged with and into Stone Energy (the "Merger"), with Stone Energy surviving the Merger as a direct, wholly owned subsidiary of New Talos. At the effective time of the Merger (the "Effective Time"), each share of Stone Energy common stock, par value $0.01 per share, outstanding immediately prior to the Merger was converted automatically into the right to receive one share of New Talos common stock, par value $0.01 per share.
( 2 )On the closing date of the transactions contemplated by the Transaction Agreement, Stone Energy, New Talos, Computershare Inc., a Delaware corporation ("Computershare"), and Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the "Warrant Agent"), entered into Amendment No. 1 to Warrant Agreement pursuant to which New Talos assumed Stone Energy's obligations under the Warrant Agreement (defined below) and the warrants became exercisable for one share of New Talos common stock in lieu of each share of Stone Energy common stock. The warrants are exercisable on the same terms and conditions provided in the Warrant Agreement, dated as of February 28, 2017, between Stone Energy and the Warrant Agent (the "Warrant Agreement").

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