SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Tyrus Capital S.A.M.

(Last)

(First)

(Middle)

4 AVENUE ROQUEVILLE

(Street)

MONACO

MC 98000

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2017⁽⁵⁾		C		1,093,407	A	⁽⁵⁾	2,170,361	I⁽¹⁾⁽⁴⁾	See Footnotes⁽¹⁾⁽⁴⁾
Common Stock	02/13/2017⁽⁵⁾		C		502,174	A	⁽⁵⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
0.00% Convertible Senior Subordinated Notes due 2020	⁽⁵⁾	02/13/2017⁽⁵⁾		C⁽⁵⁾			$20,511,010	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⁾			$9,420,180	10/04/2016⁽⁵⁾	10/04/2020	Common Stock	502,174	$0	0	I⁽²⁾⁽⁴⁾	See footnotes⁽²⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Tyrus Capital S.A.M.

(Last)

(First)

(Middle)

4 AVENUE ROQUEVILLE

(Street)

MONACO

MC 98000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Chedraoui Tony

(Last)

(First)

(Middle)

4 AVENUE ROQUEVILLE

(Street)

MONACO

MC 98000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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.

	Tyrus Capital S.A.M., By: Mark Madden, Director /s/ Mark Madden	02/15/2017
	/s/ Tony Chedraoui	02/15/2017
	** Signature of Reporting Person	Date
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