SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last) (First) (Middle)
95 WELLINGTON STREET WEST
SUITE 800

(Street)
TORONTO A6 M5J 2N7

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2012
3. Issuer Name and Ticker or Trading Symbol
SANDRIDGE ENERGY INC [ SD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value ("Common Shares") 24,740,200 I See Footnote (1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
6.0% Conv. Perp. Preferred Stock ("6.0% Preferred Shares") (2) (2) Common Stock, $0.001 par value 18,422,992 (3) (3) I See Footnote (4)
8.5% Conv. Perp. Preferred Stock ("8.5% Preferred Shares") (5) (6) Common Stock, $0.001 par value 11,388,456 (7) (7) I See Footnote (8)
1. Name and Address of Reporting Person*
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last) (First) (Middle)
95 WELLINGTON STREET WEST
SUITE 800

(Street)
TORONTO A6 M5J 2N7

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Northbridge Commercial Insurance Corp

(Last) (First) (Middle)
55 UNIVERSITY AVENUE
SUITE 1500

(Street)
TORONTO A6 M5J 2H7

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Federated Insurance CO of Canada

(Last) (First) (Middle)
717 PORTAGE AVENUE

(Street)
WINNIPEG A2 R3C 3C9

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Northbridge Indemnity Insurance Corp

(Last) (First) (Middle)
595 BURRARD STREET
SUITE 1500, BOX 49115 BENTALL TOWER III

(Street)
VANCOUVER A1 V7X 1G4

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Northbridge General Insurance Corp

(Last) (First) (Middle)
105 ADELAIDE STREET WEST
3RD FLOOR

(Street)
TORONTO A6 M5H 1P9

(City) (State) (Zip)
1. Name and Address of Reporting Person*
UNITED STATES FIRE INSURANCE CO

(Last) (First) (Middle)
305 MADISON AVENUE

(Street)
MORRISTOWN NJ 07962

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NORTH RIVER INSURANCE CO

(Last) (First) (Middle)
305 MADISON AVENUE

(Street)
MORRISTOWN NJ 07962

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Zenith Insurance Co

(Last) (First) (Middle)
21255 CALIFA STREET

(Street)
WOODLAND HILLS CA 91367-5021

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Falcon Insurance Co (Hong Kong) Ltd

(Last) (First) (Middle)
6/F, DCH COMMERCIAL CENTRE
25 WESTLANDS ROAD

(Street)
QUARRY BAY K3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CLEARWATER INSURANCE CO

(Last) (First) (Middle)
300 FIRST STAMFORD PLACE

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
Explanation of Responses:
1. 277,000 Common Shares are held directly by V. Prem Watsa, 544,000 Common Shares are held by Northbridge Commercial Insurance Corporation (formerly Markel Insurance Company of Canada), 781,000 Common Shares are held by Federated Insurance Company of Canada, 1,578,000 Common Shares are held by Northbridge Indemnity Insurance Corporation (formerly Commonwealth Insurance Company), 2,230,200 Common Shares are held by Northbridge General Insurance Corporation (formerly Lombard General Insurance Company of Canada), 2,048,400 Common Shares are held by TIG Insurance Company, 2,500,000 Common Shares are held by Zenith Insurance Company, 6,415,100 Common Shares are held by Odyssey Reinsurance Company (formerly Odyssey America Reinsurance Corporation) and 1,023,000 Common Shares are held by Clearwater Insurance Company.
2. The 6.0% Preferred Shares are convertible into Common Shares at the option of the holder thereof at any time prior to December 21, 2014, on which date the 6.0% Preferred Shares will be automatically converted into Common Shares.
3. Each 6.0% Preferred Share is convertible into approximately 9.21 Common Shares, subject to adjustment under certain circumstances.
4. 206,000 6.0% Preferred Shares are held by Fairfax (US) Inc., 460,000 6.0% Preferred Shares are held by Fairfax Financial Holdings Limited, 750,000 6.0% Preferred Shares are held by Odyssey Reinsurance Company (formerly Odyssey America Reinsurance Corporation), 294,000 6.0% Preferred Shares are held by Clearwater Insurance Company, 250,000 6.0% Preferred Shares are held by United States Fire Insurance Company and 40,000 6.0% Preferred Shares held by pension plans of certain subsidiaries of Fairfax Financial Holdings Limited.
5. The 8.5% Preferred Shares are convertible at any time at the holder's option.
6. After February 20, 2014, Sandridge Energy Inc. may cause all outstanding 8.5% Preferred Shares to automatically convert into Common Shares at the then-prevailing conversion rate if certain conditions are met.
7. Each 8.5% Preferred Share is convertible into 12.4805 Common Shares, subject to adjustment under certain circumstances.
8. 57,600 8.5% Preferred Shares are held by United States Fire Insurance Company, 44,400 8.5% Preferred Shares are held by The North River Insurance Company, 69,000 8.5% Preferred Shares are held by TIG Insurance Company, 444,900 8.5% Preferred Shares are held by Odyssey Reinsurance Company (formerly Odyssey America Reinsurance Corporation), 22,700 8.5% Preferred Shares are held by Falcon Insurance Company (Hong Kong) Ltd., and 8,600 8.5% Preferred Shares are held by pension plans of certain subsidiaries of Fairfax Financial Holdings Limited.
/s/ Paul Rivett, Vice President, Operations 11/19/2012
/s/ Craig Pinnock, Chief Financial Officer 11/19/2012
/s/ Craig Pinnock, Chief Financial Officer 11/19/2012
/s/ Craig Pinnock, Chief Financial Officer 11/19/2012
/s/ Craig Pinnock, Chief Financial Officer 11/19/2012
/s/ Paul W. Bassaline, Vice President 11/19/2012
/s/ Paul W. Bassaline, Vice President 11/19/2012
/s/ Michael Jansen, Executive Vice President and General Counsel 11/19/2012
/s/ Gobinath Athapan, Chief Executive Officer 11/19/2012
/s/ John J. Bator, Senior Vice President 11/19/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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