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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
SandRidge Energy, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
80007P 307
(CUSIP Number)
James H. Holloman, Jr., Esq.
20 North Broadway, Suite 1800
Oklahoma City, Oklahoma 73102
(405) 235-7700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 1, 2009
(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. [ ]
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1 |
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NAMES OF REPORTING PERSONS : Tom L. Ward
I.R.S. Identification Nos. of Above Persons (entities only) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) |
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(b) |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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PF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION:
United States |
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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24,354,692 |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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31,200 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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17,682,094 |
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WITH |
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SHARED DISPOSITIVE POWER |
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6,703,798 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: |
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24,385,892 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): |
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11.9% |
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14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS): |
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IN |
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Schedule 13D
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Page 2 of 6 Pages |
This Amendment No. 6 (this Sixth Amendment) to Schedule 13D is filed by Tom L. Ward (the
Reporting Person) with respect to the Reporting Persons beneficial ownership of shares of common
stock, par value $0.001 per share (the Common Stock), of SandRidge Energy, Inc., a Delaware
corporation (the Issuer). This Sixth Amendment amends the initial statement on Schedule 13D
filed by the Reporting Person on November 19, 2007, as amended by Amendment No. 1 to Schedule 13D
filed by the Reporting Person on March 14, 2008, Amendment No. 2 to Schedule 13D filed by the
Reporting Person on June 17, 2008, Amendment No. 3 to Schedule 13D filed by the Reporting Person on
August 7, 2008, Amendment No. 4 to Schedule 13D filed by the Reporting Person on January 7, 2009,
and Amendment No. 5 to Schedule 13D filed by the Reporting Person on May 7, 2009 (collectively, the
Prior 13D). Unless otherwise indicated, all capitalized terms used but not defined herein shall
have the same meaning ascribed to them in the Prior 13D. Except as indicated herein, the
information set forth in the Prior 13D remains unchanged.
Item 1. Security and Issuer
The information set forth in the Prior 13D with respect to this Item has not changed as of the
date of this Sixth Amendment.
Item 2. Identity and Background
The information set forth in the Prior 13D with respect to this Item has not changed as of the
date of this Sixth Amendment.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth in the Prior 13D with respect to this Item has not changed as of the
date of this Sixth Amendment.
Item 4. Purpose of Transaction
The information set forth in the Prior 13D with respect to this Item has not changed as of the
date of this Sixth Amendment.
Item 5. Interest in Securities of the Issuer
The information contained in paragraphs (a) and (b) of Item 5 is hereby amended and restated
as follows:
(a) As of the date of this Sixth Amendment, the Reporting Person is the beneficial owner of
24,385,892 shares of Common Stock, which consists of: (i) 23,357,341 shares of Common Stock owned
directly by the Reporting Person in brokerage and security accounts; (ii) 258,594 shares of
unvested restricted Common Stock that are scheduled to vest within 60 days of the date of this
Sixth Amendment; (iii) 79,000 shares of Common Stock held in an IRA for the benefit of the
Reporting Person; (iv) 636,754 shares of Common Stock held through TLW Properties, for which the
Reporting Person exercises sole voting and dispositive power; (v) 20,000 shares of Common Stock
held by a minor child of the Reporting Person; (vi) 3,003 shares of Common Stock held in a 401(k)
plan account for the benefit of the Reporting Person;
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Schedule 13D
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Page 3 of 6 Pages |
and (vii) 31,200 shares of Common Stock through Solon L. Bloomer Family Partners Limited Partnership II
(Bloomer Family Partners), for which the Reporting Person exercises shared voting and dispositive
power, which together constitute 11.9% of the outstanding shares of Common Stock. The beneficial
ownership percentage of the Reporting Person is calculated based on 205,494,621 shares of Common
Stock outstanding following the Issuers Common Stock offering completed on December 7, 2009, based
on information included in the Issuers final prospectus supplement filed on December 2, 2009.
In addition to the shares of Common Stock beneficially owned by the Reporting Person described
above, the Reporting Person (i) is a beneficiary of an Executive Nonqualified Excess Plan
maintained by the Issuer with a current balance of 55,873 shares of Common Stock, for which the
Reporting Person has no voting power and no dispositive power exercisable within 60 days of the
date of this Sixth Amendment, and (ii) owns 1,456,960 shares of unvested restricted Common Stock
that will not vest within 60 days from the date of this Sixth Amendment. The restricted Common
Stock owned by the Reporting Person vests in equal 25% increments annually on the anniversary date
of each grant date pursuant to the following vesting schedule:
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Shares Vesting |
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Shares of |
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Shares Vested and |
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and to be |
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Restricted |
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Restricted |
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Previously |
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Delivered to |
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Remaining |
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Common Stock |
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Common Stock |
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Delivered to |
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Reporting Person |
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Unvested |
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Grant Date |
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Granted |
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Reporting Person |
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Within 60 Days |
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Shares |
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01/10/2007 |
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300,000 |
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150,000 |
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75,000 |
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75,000 |
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07/11/2007 |
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325,000 |
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162,500 |
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0 |
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162,500 |
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01/11/2008 |
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234,375 |
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58,594 |
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58,594 |
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117,187 |
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07/11/2008 |
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136,364 |
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34,091 |
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0 |
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102,273 |
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01/09/2009 |
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500,000 |
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0 |
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125,000 |
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375,000 |
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07/10/2009 |
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625,000 |
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0 |
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0 |
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625,000 |
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Total |
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2,120,739 |
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405,185 |
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258,594 |
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1,456,960 |
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It is anticipated that the Reporting Person will receive additional contributions to his
Executive Nonqualified Excess Plan account, grants of restricted stock and/or other equity grants
in the future so long as he remains employed by the Issuer.
(b) The Reporting Person has (i) sole voting power with respect to 24,354,692 shares of Common
Stock, consisting of all shares of Common Stock beneficially owned by the Reporting Person
excluding 31,200 shares of Common Stock held by Bloomer Family Partners, for which the Reporting
Person shares voting power with Ronnie D. Ward, the Reporting Persons brother (Co-General
Partner), as a co-general partner, and (ii) sole dispositive power with respect to 17,682,094
shares of Common Stock, consisting of all shares of Common Stock beneficially owned by the
Reporting Person excluding (A) 31,200 shares of Common Stock held by Bloomer Family Partners, for
which the Reporting Person shares dispositive power with the Co-General Partner, and (B) 6,672,598
shares of Common Stock that may be acquired by the Kaiser-Francis Charitable Income Trust-C (CIT)
upon the exercise of a warrant granted to CIT
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Schedule 13D
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Page 4 of 6 Pages |
by the Reporting Person, as more fully described under Item 6 of the Prior 13D.
Information relevant to each of the Co-General Partner and CIT is set forth below.
Co-General Partner
Ronnie D. Wards business address is Chesapeake Energy Corporation, 6100 North Western Avenue,
Oklahoma City, Oklahoma 73118. He is the Vice-President Land, Northern Division of Chesapeake
Energy Corporation. To the knowledge of the Reporting Person, Mr. Ward has not been convicted in a
criminal proceeding during the last five years (excluding traffic violations or similar
misdemeanors), nor has he been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction during the last five years. He is a citizen of the United States of
America.
CIT
Kaiser-Francis Charitable Income Trust-C is a charitable income trust established by George B.
Kaiser under Oklahoma law. The principal beneficiaries of CIT are The Tulsa Community Foundation
and The George Kaiser Family Foundation. Its principal office and place of business is located at
124 E. 4th Street, Tulsa, Oklahoma 74103. To the knowledge of the Reporting Person, CIT has not
been convicted in a criminal proceeding during the last five years (excluding traffic violations or
similar misdemeanors), nor has it been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction during the last five years.
(c) On December 1, 2009, the Reporting Person entered into an Underwriting Agreement with
Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets
Corporation, as representatives of the underwriters named therein, and the Issuer, pursuant to
which the Reporting Person caused TLW Properties to sell and deliver 2,000,000 shares of Common
Stock to such underwriters at a price of $8.496 per share in an offering registered under the
Securities Act. This transaction closed, and these shares of Common Stock were delivered to the
underwriters, on December 7, 2009.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth in the Prior 13D with respect to this Item has not changed as of the
date of this Sixth Amendment.
Item 7. Material to Be Filed as Exhibits
The following additional exhibits are filed with this Sixth Amendment and supplement the
exhibits already filed as part of the Prior 13D:
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99.1 |
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Underwriting Agreement dated December 1, 2009, by and among SandRidge Energy, Inc., Tom L.
Ward and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC
Capital Markets Corporation (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by
SandRidge Energy, Inc. on December 2, 2009) |
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Schedule 13D
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Page 5 of 6 Pages |
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.
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Date: December 7, 2009
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/s/ Tom L. Ward
Tom L. Ward
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Schedule 13D
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Page 6 of 6 Pages |