canadiansupenergyinc_13d-a2.htm - Generated by SEC Publisher for SEC Filing

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K4/4K8BlsyWmHQcEzejatLCnIRMICGQMR5g+syZFp6/YBP13HvjKaEHPSgISTKvw DxBJZbBA2ZOAeKiwFqnsaQ== 0000906344-09-000530.txt : 20090416 0000906344-09-000530.hdr.sgml : 20090416 20090416143206 ACCESSION NUMBER: 0000906344-09-000530 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090416 DATE AS OF CHANGE: 20090416 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CANADIAN SUPERIOR ENERGY INC CENTRAL INDEX KEY: 0001177470 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79628 FILM NUMBER: 09753490 BUSINESS ADDRESS: STREET 1: 2700, 605-5TH AVENUE SW CITY: CALGARY ALBERTA CANADA STATE: A0 ZIP: T2P3H5 BUSINESS PHONE: 403-294-1411 MAIL ADDRESS: STREET 1: 2700, 605-5TH AVENUE SW CITY: CALGARY ALBERTA CANADA STATE: A0 ZIP: T2P3H5 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEELHEAD PARTNERS LLC CENTRAL INDEX KEY: 0001133521 IRS NUMBER: 911740598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1301 FIRST AVENUE STREET 2: STE 201 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066892450 MAIL ADDRESS: STREET 1: 1301 FIRST AVENUE STREET 2: STE 201 CITY: SEATTLE STATE: WA ZIP: 98101 SC 13D/A 1 canadiansupenergyinc_13d-a2.htm SCH 13D AM. 2 (4/16/09) canadiansupenergyinc_13d-a2.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

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)

April 15, 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.¨

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
				(a) ¨
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)			(b) ý
(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	16,686,315

		(8)	Shared Voting Power	0

		(9)	Sole Dispositive Power	16,686,315

		(10)	Shared Dispositive Power	0
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person			16,686,315
(12)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)			¨
(13)	Percent of Class Represented by Amount in Row (9)			10.4%
(14)	Type of Reporting Person (See Instructions)			IA


(1)	Names of Reporting Persons.			STEELHEAD NAVIGATOR MASTER, L.P.
					(a) ¨
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)				(b) ý
(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		16,336,315

		(8)	Shared Voting Power		0

		(9)	Sole Dispositive Power		16,336,315

		(10)	Shared Dispositive Power		0
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person				16,336,315
(12)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)				¨
(13)	Percent of Class Represented by Amount in Row (9)				10.2%
(14)	Type of Reporting Person (See Instructions)				PN


(1)	Names of Reporting Persons.			STEELHEAD OFFSHORE PARTNERS, L.L.C.
					(a) ¨
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)				(b) ý
(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		16,336,315

		(9)	Sole Dispositive Power		0

		(10)	Shared Dispositive Power		16,336,315
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person				16,336,315
(12)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)				¨
(13)	Percent of Class Represented by Amount in Row (9)				10.2%
(14)	Type of Reporting Person (See Instructions)				OO


(1)	Names of Reporting Persons.			JAMES MICHAEL JOHNSTON
				(a) ¨
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)			(b) ý
(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	16,686,315

		(9)	Sole Dispositive Power	0

		(10)	Shared Dispositive Power	16,686,315
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person			16,686,315
(12)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)			¨
(13)	Percent of Class Represented by Amount in Row (9)			10.4%
(14)	Type of Reporting Person (See Instructions)			IN/HC


(1)	Names of Reporting Persons.			BRIAN KATZ KLEIN
				(a) ¨
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)			(b) ý
(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	16,686,315

		(9)	Sole Dispositive Power	0

		(10)	Shared Dispositive Power	16,686,315
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person			16,686,315
(12)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)			¨
(13)	Percent of Class Represented by Amount in Row (9)			10.4%
(14)	Type of Reporting Person (See Instructions)			IN/HC

Item 1. Security and Issuer

This Amendment No. 2 (this “Amendment”) amends and supplements Amendment No. 1 to Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on December 31, 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 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 16,336,315 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 10.2%.

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 t herein. For the purposes of this Schedule, Steelhead, Mr. Johnston and Mr. Klein beneficially own 16,686,315 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 10.4%.

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 April 15, 2009, the reporting persons sold the following shares of Common Stock in the open market:

Entity Trade Date Shares (#) Price/Share ($)

Navigator 04-15-09 1,000,000 0.481

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.


Date: April 16, 2009	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

	BRIAN KATZ KLEIN

	/s/ 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.

Date: April 16, 2009
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

BRIAN KATZ KLEIN

/s/ Brian Katz Klein

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Entity	Trade Date	Shares (#)	Price/Share ($)
Navigator	04-15-09	1,000,000	0.481