SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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. o

 

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)         Calculation of percentage based on a total of 46,354,913 shares of common stock outstanding as reported by Sanchez Energy Corporation’s transfer agent as of September 18, 2013.

 

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(1)   Calculation of percentage based on a total of 46,354,913 shares of common stock outstanding as reported by Sanchez Energy Corporation’s transfer agent as of September 18, 2013.

 

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This Amendment No. 5 to Schedule 13D amends and/or restates the Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on December 28, 2011, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on January 13, 2012, Amendment No. 2 to Schedule 13D filed with the SEC on June 26, 2012, Amendment No. 3 to Schedule 13D filed with the SEC on December 24, 2012, and Amendment No. 4 to Schedule 13D filed with the SEC on February 8, 2013 (as amended or amended and restated thereby and hereby, the “Schedule 13D”), and relates to the beneficial ownership by the Reporting Persons (as defined below) of shares of Common Stock of the Issuer.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.

 

Item 2. Identity and Background.

 

Item 2 of Schedule 13D are hereby amended and restated in its entirety as follows:

 

(a) and (f)              This Schedule 13D is filed jointly by each of the following persons:

 

(i)            Antonio R. Sanchez, III, a citizen of the United States of America; and

 

(ii)           A. R. Sanchez, Jr., a citizen of the United States of America.

 

Antonio R. Sanchez, III and A. R. Sanchez, Jr., together, are referred to as the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, a copy of which is filed with this Schedule 13D as Exhibit A (which is hereby incorporated by reference) pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”). Information with respect to each Reporting Person is given solely by such Reporting Person, and neither Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by the other Reporting Person. The Reporting Persons expressly disclaim that they have agreed to act as a group as among themselves or the other persons and entities referred to in this Schedule 13D, other than as described in this Schedule 13D.

 

Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D held by any other person.

 

(b)           The address of the principal business office of both Reporting Persons is 1111 Bagby Street, Suite 1800, Houston, Texas 77002.

 

(c)           Antonio R. Sanchez, III is the Issuer’s President and Chief Executive Officer.  A.R. Sanchez, Jr. is the founder and Chairman of the Board of Directors of SOG as well as the Issuer’s Executive Chairman.

 

(d) and (e)             Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) and (b)             A. R. Sanchez, Jr. is the sole record owner of, and has sole voting and dispositive power over, an aggregate of 911,856 shares of Common Stock, or 2.0% of the Common Stock issued and outstanding.

 

Antonio R. Sanchez, III is the sole record owner of, and has sole voting and dispositive power over, 200,000 shares of Common Stock, or 0.4% of the Common Stock issued and outstanding.

 

Sanexco Ltd, a Texas limited partnership (“Sanexco”), is the sole record owner of 707,333 shares of Common Stock, or 1.5% of the Common Stock issued and outstanding.  San Juan Oil & Gas No. 2, Ltd., Texas limited partnership (“San Juan”), is the sole record owner of 707,333 shares of Common Stock, or 1.5% of the Common Stock issued and outstanding.  Sanexco and San Juan are each controlled by their general partner, Sanchez Management Corporation, a Texas corporation (“SMC”), which is managed by A. R. Sanchez, Jr.  Each of SMC and A. R. Sanchez, Jr. may be deemed to share voting and dispositive power over the aggregate 1,414,666 shares of Common Stock held by San Juan and Sanexco, or an aggregate of 3.1% of the Common Stock issued and outstanding.

 

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A. R. Sanchez, Jr., as the general partner of AEP Ltd. Partnership, a Texas limited partnership (“AEP”), may be deemed to share voting and dispositive power over the 474,800 shares of Common Stock held by AEP, or 1.0% of the Common Stock issued and outstanding.

 

SEP Management I, LLC (“SEP Management”) is the sole record owner of 113,366 shares of Common Stock, or 0.2% of the Common Stock issued and outstanding.  SEP Management is a wholly owned subsidiary of Sanchez Oil & Gas Corporation (“SOG”), which is the sole record owner of 1,141,106 shares of Common Stock, or 2.7% of the Common Stock issued and outstanding.  SOG is managed by A. R. Sanchez, Jr. and Antonio R. Sanchez, III.  Each of SOG, A. R. Sanchez, Jr. and Antonio R. Sanchez, III may be deemed to share voting and dispositive power over the shares of Common Stock held by SEP Management.  Each of A. R. Sanchez, Jr. and Antonio R. Sanchez, III may be deemed to share voting and dispositive power over the shares of Common Stock held by SOG.

 

The 1988 Trust No. 11, the 1988 Trust No. 12, the 1988 Trust No. 13 and the 1988 Trust No. 14 (collectively, the “Trusts”) each hold 371,836 shares of Common Stock, or 0.8% of the Common Stock issued and outstanding.  A. R. Sanchez, Jr., as the co-trustee of each of the Trusts, may be deemed to share voting and dispositive power over the shares of Common Stock held by each of the Trusts.  Antonio R. Sanchez, III, as co-trustee and beneficiary of 1988 Trust No. 11, may be deemed to share voting and dispositive power over the shares of Common Stock held by 1988 Trust No. 11.

 

Antonio R. Sanchez, III, as co-trustee and beneficiary of TAEP Security Trust (“TAEP”), may be deemed to share voting and dispositive power over the 50,000 shares of Common Stock held by TAEP, or 0.1% of the Common Stock issued and outstanding.

 

A. R. Sanchez, Jr. disclaims beneficial ownership of the shares of Common Stock held by San Juan, Sanexco, AEP, SEP Management, SOG and each of the Trusts, respectively, except to the extent of his pecuniary interests therein, and this report shall not be deemed an admission that A. R. Sanchez, Jr. is the beneficial owner of the shares of Common Stock held by these entities for purposes of Section 16 or for any other purpose.

 

Antonio R. Sanchez, III disclaims beneficial ownership of the shares of Common Stock held by SEP Management, SOG, 1988 Trust No. 11 and TAEP, respectively, except to the extent of his pecuniary interests therein, and this report shall not be deemed an admission that Antonio R. Sanchez, III is the beneficial owner of the shares of Common Stock held by these entities for purposes of Section 16 or for any other purpose.

 

(c)           There have been no reportable transactions with respect to the Common Stock by the Reporting Persons during the past 60 days.

 

(d)           The Reporting Persons have the right to receive dividends from, and the proceeds from the sale of, the respective shares of Common Stock reported by such persons on the cover pages of this Schedule 13D and in this Item 5.  Except for the foregoing, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock beneficially owned by the Reporting Persons.

 

(e)           Following the issuance of additional shares of Common Stock by the Issuer that closed on September 18, 2013, Antonio R. Sanchez, III ceased to be the beneficial owner of more than 5% of Common Stock.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of Schedule 13D is hereby amended to add the following language as the last paragraph thereof:

 

Lock-Up Agreement for Common Stock Offering

 

In connection with the public offering of additional shares of Common Stock by the Issuer that closed on September 18, 2013 and pursuant to certain lock-up agreements, each of the Reporting Persons agreed, subject to certain exceptions that, without the prior written consent of the representative of the underwriters, he will not, during the period commencing on September 18, 2013 and ending on December 17, 2013 (the “Lock-Up Period”), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), enter into a swap or other derivatives transaction that transfers to another, in whole or in part, any economic benefits or risk of ownership of Common Stock, or otherwise dispose of any Common Stock, options or warrants to acquire Common Stock, or securities exchangeable or exercisable for or convertible into

 

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Common Stock currently or thereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by him (or his spouse or family member), or publicly announce an intention to do any of the foregoing.

 

Each of the Reporting Persons also agreed that, without the prior written consent of the representative of the underwriters, he will not make any demand for, or exercise any right with respect to, the registration of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities during the Lock-Up Period.  Each of the Reporting Persons also agreed and consented to the entry of stop transfer instructions with the Issuer’s transfer agent and registrar against the transfer of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by him except in compliance with the foregoing restrictions.

 

The description of the lock-up agreement is qualified in its entirety by reference to the full text of the agreement, a form of which is filed as Exhibit B.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit A                   Joint Filing Agreement dated October 7, 2013.

 

Exhibit B                   Form of Lock-Up Agreement.

 

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SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

 

Dated: October 7, 2013

 

	/s/ Antonio R. Sanchez, III
	ANTONIO R. SANCHEZ, III
	/s/ A. R. Sanchez, Jr.
	A. R. SANCHEZ, JR.

 

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Exhibit A

 

JOINT FILING AGREEMENT

 

The undersigned each agree that (i) the statement on Schedule 13D, as amended and restated, relating to shares of common stock of Sanchez Energy Corporation, a Delaware corporation, has been adopted and filed on behalf of each of them and (ii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 apply to each of them. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of October 7, 2013.

 

	/s/ Antonio R. Sanchez, III
	Antonio R. Sanchez, III
	/s/ A. R. Sanchez, Jr.
	A. R. Sanchez, Jr.

 

 

Schedule 13D/A (Amendment No. 5) Joint Filing Agreement

 

 

EXHIBIT B

 

Form of Lock-Up Agreement

 

, 2013

 

Johnson Rice & Company L.L.C.
639 Loyola Avenue, Suite 2775
New Orleans, Louisiana 70113

 

As Representative of the several

Underwriters

 

RE:                           Sanchez Energy Corporation (the “Company”)

 

Ladies & Gentlemen:

 

The undersigned is an owner of record or beneficially of certain shares of common stock, par value $.01 per share, of the Company (“Shares”) or securities convertible into or exchangeable or exercisable for Shares.  The Company proposes to carry out a public offering of Shares (the “Offering”) for which you will act as the representative of the several underwriters.  The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company.  The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into an underwriting arrangement with the Company with respect to the Offering.  Capitalized terms used, but not defined, in this agreement shall have the meaning given to such terms in the Underwriting Agreement to be entered into between Johnson Rice & Company L.L.C., as representative of the several underwriters named therein (the “Representative”), and the Company (the “Underwriting Agreement”).

 

In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, and will cause any spouse or immediate family member of the undersigned or such person living in the undersigned’s household (a “Family Member”) not to, without your prior written consent, which consent may be withheld in your sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), enter into a swap or other derivatives transaction that transfers to another, in whole or in part, any economic benefits or risk of ownership of such Shares, or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (the “Lock-Up Period”); provided, that if at any time during the Lock-up Period the Company ceases to be an “emerging growth company,” as defined in Section 2(a) of the Securities Act, and if (A) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (B) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless you waive, in writing, such extension, except that such extension will not apply if (i) at

 

B-1

 

the expiration of the Lock-up Period, the Shares are “actively traded securities” (as defined in Securities Exchange Commission Regulation M) and (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual.  The foregoing sentence shall not apply (a) to bona fide gifts, provided the recipient thereof agrees in writing to be bound by the terms of this letter agreement for the remainder of the Lock-Up Period, (b) to dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing to be bound by the terms of this letter agreement for the remainder of the Lock-Up Period, (c) to the pledge of any Shares or other securities to secure loans to such persons or entities in connection with any financing transaction to which such persons or entities are parties, provided that such Shares or other securities may not be sold or disposed of in connection with the exercise by the lender of any remedies as a secured party until the expiration of the Lock-Up Period, (d) to distributions to members, stockholders or partners provided that the recipient of such Shares or other securities agrees to be bound by the terms of this letter agreement for the remainder of the Lock-Up Period, or (e) in connection with the vesting of any Shares or other securities issued under restricted stock awards (including a disposition of Shares to satisfy tax withholding obligations upon vesting) or the exercise of options (provided that any such securities received upon exercise shall be subject to the provisions of this letter agreement for the remainder of the Lock-Up Period).  For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned.  In addition, notwithstanding this letter agreement, the undersigned may sell securities of the Company acquired in the open market after the closing of the Offering, so long as such sale does not require any filing with the Securities and Exchange Commission or regulatory body or any public announcement, under the Securities Exchange Act of 1934, as amended, or otherwise.

 

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or securities convertible into or exchangeable or exercisable for Shares held by the undersigned except in compliance with the foregoing restrictions.  In furtherance of the forgoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter.

 

With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of 1933, as amended, of any Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering.

 

The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of the Representative of the several Underwriters, make any demand for, or exercise any right with respect to, the registration of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities.  In addition, the undersigned hereby waives any and all preemptive rights, participation rights, resale rights, rights of first refusal and similar rights that the undersigned may have in connection with the Offering or with any issuance or sale by the Company of any equity or other securities before the Offering, except for any such rights as have been heretofore duly exercised.

 

It is understood that, if the Underwriting Agreement (as defined above) does not become effective or is not executed and delivered by the parties thereto by September 30, 2013, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, the undersigned shall be automatically released from all obligations under this letter.

 

 

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.

 

This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned.  This agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in such state.

 

The undersigned acknowledges and agrees that whether or not any Offering actually occurs depends on a number of factors, including market conditions.  Any Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between you and the Company.

 

 

Printed Name of Holder
By:
	Signature
Printed Name of Person Signing
(and indicate capacity of person signing if
signing as custodian, trustee, or on behalf
of an entity)