0001193125-12-012094.txt : 20120113 0001193125-12-012094.hdr.sgml : 20120113 20120113170037 ACCESSION NUMBER: 0001193125-12-012094 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120113 DATE AS OF CHANGE: 20120113 GROUP MEMBERS: A. R. SANCHEZ, JR. GROUP MEMBERS: ANTONIO R. SANCHEZ, III GROUP MEMBERS: SANCHEZ OIL & GAS CORP GROUP MEMBERS: SEP MANAGEMENT I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sanchez Energy Corp CENTRAL INDEX KEY: 0001528837 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 453090102 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86531 FILM NUMBER: 12527315 BUSINESS ADDRESS: STREET 1: 1111 BAGBY STREET STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-783-8000 MAIL ADDRESS: STREET 1: 1111 BAGBY STREET STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sanchez Energy Partners I LP CENTRAL INDEX KEY: 0001416027 IRS NUMBER: 260879108 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1111 Bagby STREET 2: Suite 1600 CITY: Houston STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 783-8000 MAIL ADDRESS: STREET 1: 1111 Bagby STREET 2: Suite 1600 CITY: Houston STATE: TX ZIP: 77002 SC 13D/A 1 d282846dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

SANCHEZ ENERGY CORPORATION

(Name of Issuer)

 

 

Common Stock, par value $.01 per share

(Title of Class of Securities)

7997OY 105

(CUSIP Number)

Antonio R. Sanchez, III

Sanchez Energy Partners I, LP

1111 Bagby Street, Suite 1600

Houston, Texas 77002

(713) 783-8000

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

January 9, 2012

(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).

 

 

 


CUSIP No. 7997OY 105   13D/A   Page 2 of 9 Pages

 

  (1)   

Names of reporting persons

 

SANCHEZ ENERGY PARTNERS I, LP

  (2)  

Check the appropriate box if a member of a group (see instructions)

 

(a)  ¨    

(b)  x

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO    

  (5)  

Check box 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:

 

0    

     (8)   

Shared voting power:

 

22,090,909    

     (9)   

Sole dispositive power:

 

0    

   (10)   

Shared dispositive power:

 

22,090,909    

(11)

 

Aggregate amount beneficially owned by each reporting person

 

22,090,909    

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨    

(13)

 

Percent of class represented by amount in Row (11)

 

64.0% (1)    

(14)

 

Type of reporting person (see instructions)

 

PN    

 

(1) Calculation of percentage based on a total of 34,539,550 shares of common stock outstanding based on information reported in Sanchez Energy Corporation’s prospectus filed with the Securities and Exchange Commission on December 14, 2011 and including 1,539,550 shares of common stock to be issued pursuant to restricted stock awards.


CUSIP No. 7997OY 105   13D/A   Page 3 of 9 Pages

 

  (1)   

Names of reporting persons

 

SEP MANAGEMENT I, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

 

(a)  ¨    

(b)  x

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO    

  (5)  

Check box 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:

 

0    

     (8)   

Shared voting power:

 

22,090,909    

     (9)   

Sole dispositive power:

 

0    

   (10)   

Shared dispositive power:

 

22,090,909    

(11)

 

Aggregate amount beneficially owned by each reporting person

 

22,090,909    

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨    

(13)

 

Percent of class represented by amount in Row (11)

 

64.0% (1)    

(14)

 

Type of reporting person (see instructions)

 

OO (Limited Liability Company)    

 

(1) Calculation of percentage based on a total of 34,539,550 shares of common stock outstanding based on information reported in Sanchez Energy Corporation’s prospectus filed with the Securities and Exchange Commission on December 14, 2011 and including 1,539,550 shares of common stock to be issued pursuant to restricted stock awards.


CUSIP No. 7997OY 105   13D/A   Page 4 of 9 Pages

 

  (1)   

Names of reporting persons

 

SANCHEZ OIL & GAS CORPORATION

  (2)  

Check the appropriate box if a member of a group (see instructions)

 

(a)  ¨    

(b)  x

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO    

  (5)  

Check box 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:

 

0    

     (8)   

Shared voting power:

 

22,090,909    

     (9)   

Sole dispositive power:

 

0    

   (10)   

Shared dispositive power:

 

22,090,909    

(11)

 

Aggregate amount beneficially owned by each reporting person

 

22,090,909    

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨    

(13)

 

Percent of class represented by amount in Row (11)

 

64.0% (1)    

(14)

 

Type of reporting person (see instructions)

 

CO

 

(1) Calculation of percentage based on a total of 34,539,550 shares of common stock outstanding based on information reported in Sanchez Energy Corporation’s prospectus filed with the Securities and Exchange Commission on December 14, 2011 and including 1,539,550 shares of common stock to be issued pursuant to restricted stock awards.


CUSIP No. 7997OY 105   13D/A   Page 5 of 9 Pages

 

  (1)   

Names of reporting persons

 

ANTONIO R. SANCHEZ, III

  (2)  

Check the appropriate box if a member of a group (see instructions)

 

(a)  ¨    

(b)  x

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO    

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨    

  (6)  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power:

 

250,000    

     (8)   

Shared voting power:

 

22,090,909    

     (9)   

Sole dispositive power:

 

250,000    

   (10)   

Shared dispositive power:

 

22,090,909    

(11)

 

Aggregate amount beneficially owned by each reporting person

 

22,340,909    

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨    

(13)

 

Percent of class represented by amount in Row (11)

 

64.7% (1)    

(14)

 

Type of reporting person (see instructions)

 

IN

 

(1) Calculation of percentage based on a total of 34,539,550 shares of common stock outstanding based on information reported in Sanchez Energy Corporation’s prospectus filed with the Securities and Exchange Commission on December 14, 2011 and including 1,539,550 shares of common stock to be issued pursuant to restricted stock awards.


CUSIP No. 7997OY 105   13D/A   Page 6 of 9 Pages

 

  (1)   

Names of reporting persons

 

A. R. SANCHEZ, JR.

  (2)  

Check the appropriate box if a member of a group (see instructions)

 

(a)  ¨    

(b)  x

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

OO    

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨    

  (6)  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power:

 

350,000    

     (8)   

Shared voting power:

 

22,090,909    

     (9)   

Sole dispositive power:

 

350,000    

   (10)   

Shared dispositive power:

 

22,090,909    

(11)

 

Aggregate amount beneficially owned by each reporting person

 

22,440,909    

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨    

(13)

 

Percent of class represented by amount in Row (11)

 

65.0% (1)    

(14)

 

Type of reporting person (see instructions)

 

IN

 

(1) Calculation of percentage based on a total of 34,539,550 shares of common stock outstanding based on information reported in Sanchez Energy Corporation’s prospectus filed with the Securities and Exchange Commission on December 14, 2011 and including 1,539,550 shares of common stock to be issued pursuant to restricted stock awards.


Page 7 of 9 Pages

 

This Amendment No. 1 to Schedule 13D amends and restates (where indicated) the Schedule 13D initially filed with the Securities and Exchange Commission on December 28, 2011 (as amended or amended and restated hereby, the “Schedule 13D”) and relates to the beneficial ownership by the Reporting Persons of common stock, par value $.01 per share (the “Common Stock”), of Sanchez Energy Corporation, a Delaware corporation. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. This Amendment is being filed by the Reporting Persons pursuant to their Joint Filing Statement filed as Exhibit A to the Schedule 13D. This Amendment is being filed to disclose the change in beneficial ownership of the shares of Common Stock by the Reporting Persons resulting from (i) the issuance to Sanchez Energy Partners I, LP, a Delaware limited partnership, of 750,000 shares of Common Stock, pursuant to the Contribution Agreement and (ii) the issuance to Antonio R. Sanchez, III and A.R. Sanchez, Jr. of restricted stock awards of 250,000 and 350,000 shares of Common Stock, respectively.

Item 1. Security and Issuer.

Item 1 of Schedule 13D is hereby amended and restated in its entirety as follows:

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $.01 per share (the “Common Stock”), of Sanchez Energy Corporation, a Delaware corporation (the “Issuer”). The Issuer has its principal executive offices at 1111 Bagby Street, Suite 1600, Houston, Texas 77002.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of Schedule 13D is hereby amended and restated in its entirety as follows:

Immediately after the closing of the Issuer’s initial public offering (the “Offering”) of 10,000,000 shares of Common Stock, pursuant to that certain Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”), dated December 19, 2011, by and between SEP I and the Issuer, SEP I contributed 100% of the limited liability company interests of SEP Holdings III, LLC, a Delaware limited liability company, which owns interests in unconventional oil and natural gas assets consisting of undeveloped leasehold, proved oil and natural gas reserves and related equipment and other assets, to the Issuer in exchange for $50 million in cash (exclusive of certain expenses SEP I was or will be reimbursed for) and 21,340,909 shares of Common Stock (or up to 22,090,909 shares of Common Stock to the extent that the underwriters in the Offering did not exercise their 30-day option (the “Option Period”) to purchase up to 1,500,000 additional shares of Common Stock from the Issuer). On January 12, 2012, the Option Period expired and the underwriters in the Offering did not exercise their option to purchase additional shares of Common Stock. Pursuant to the Contribution Agreement, on January 12, 2012, the Issuer issued 750,000 shares of Common Stock to SEP I.

The description of the Contribution Agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as an exhibit hereto and incorporated herein by reference.

On January 9, 2012, Antonio R. Sanchez, III and A.R. Sanchez, Jr. entered into restricted stock award agreements with the Issuer pursuant to which the Issuer granted restricted stock awards of 250,000 and 350,000 shares of Common Stock (collectively, the “Awarded Shares”), respectively, under the Issuer’s 2011 Long Term Incentive Plan (the “Plan”). Unless otherwise accelerated by the administrator of the Plan and subject to certain other conditions such as continued service by such Reporting Persons, 50% of the Awarded Shares will vest on January 6, 2013 and the remaining 50% will vest on January 6, 2014. The Awarded Shares will also vest upon certain events, including a change of control, a qualifying or constructive termination and upon such Reporting Person’s death or disability. Until the Awarded Shares vest, the Awarded Shares are nontransferable and forfeitable. Unvested Awarded Shares will automatically be forfeited if such Reporting Person’s continued service with the Issuer or its affiliates is terminated in circumstances that do not otherwise cause the Awarded Shares to vest as described above.

The description contained in this Item 3 of the Awarded Shares, the Plan and the restricted stock award agreements is qualified in its entirety by reference to the full text of the foregoing, which are incorporated herein by reference and filed as exhibits hereto.

Item 4. Purpose of Transaction.

Item 4(a) of Schedule 13D is hereby amended and restated in its entirety as follows:

 

  (a) None.


Page 8 of 9 Pages

 

Item 5. Interest in Securities of the Issuer.

Item 5(a), (b) and (c) of Schedule 13D are hereby amended and restated in their entirety to read as follows:

(a)-(b) SEP I is the sole record owner of 22,090,909 shares of Common Stock, or 65.7% of a total of 34,539,550 shares of Common Stock issued and outstanding, which includes (i) 32,250,000 shares of Common Stock issued and outstanding as of the closing of the Offering, (ii) 750,000 shares of Common Stock issued to SEP I at the expiration of the Option Period as described in Item 3 above and (iii) 1,539,550 shares of Common Stock to be issued under the Plan (including 600,000 of Awarded Shares). SEP Management and SOG do not directly own any shares of Common Stock. SEP I is controlled by its general partner, SEP Management, which is a wholly owned subsidiary of SOG. SOG is managed by A.R. Sanchez, Jr. and Antonio R. Sanchez, III, and thus may be deemed to share voting and dispositive power over the shares of Common Stock held by SEP I. Each of SEP Management, SOG, Antonio R. Sanchez, III and A.R. Sanchez, Jr. disclaims beneficial ownership of such reported securities except to the extent of such Reporting Person’s pecuniary interests therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such reported securities for purposes of Section 16 or for any other purpose.

Antonio R. Sanchez, III is the sole record owner of 250,000 shares of Common Stock, or 64.7% of a total of 34,539,550 shares of Common Stock issued and outstanding, inclusive of the shares of Common Stock held directly by SEP I, which such Reporting Person may be deemed to share voting and dispositive power over. Such Reporting Person has sole voting and dispositive power over the 250,000 shares of Common Stock reported as directly beneficially owned by him.

A.R. Sanchez, Jr. is the sole record owner of 350,000 shares of Common Stock, or 65.0% of a total of 34,539,550 shares of Common Stock issued and outstanding, inclusive of the shares of Common Stock held directly by SEP I, which such Reporting Person may be deemed to share voting and dispositive power over. Such Reporting Person has sole voting and dispositive power over the 350,000 shares of Common Stock reported as directly beneficially owned by him.

(c) Except as otherwise described herein with respect to the acquisition of beneficial ownership of Common Stock being reported on this Schedule 13D, there have been no reportable transactions with respect to the Common Stock within the last 60 days by the Reporting Persons.

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:

Restricted Stock Awards

Antonio R. Sanchez, III and A.R. Sanchez, Jr. received the Awarded Shares pursuant to restricted stock awards between the Issuer and such Reporting Person. Such Reporting Persons generally have the same rights and privileges as a holder of Common Stock with respect to the restricted stock awards, including the right to vote and receive dividends.

The description contained in this Item 6 of the Awarded Shares, the Plan and the restricted stock award agreements is qualified in its entirety by reference to the full text of the foregoing, which are incorporated herein by reference and filed as exhibits hereto.

Item 7. Material to Be Filed as Exhibits.

 

Exhibit A    Joint Filing Agreement dated December 28, 2011 (incorporated by reference to Exhibit A to the Schedule 13D (File No. 005-86531) filed on December 28, 2011)
Exhibit B    Contribution, Conveyance and Assumption Agreement dated as of December 19, 2011 by and between Sanchez Energy Partners I, LP, a Delaware limited partnership, and Sanchez Energy Corporation, a Delaware corporation (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K (File No. 001-35372) filed on December 22, 2011)


Page 9 of 9 Pages

 

Exhibit C    Registration Rights Agreement dated as of December 19, 2011 between Sanchez Energy Corporation, a Delaware corporation, and Sanchez Energy Partners I, LP, a Delaware limited partnership (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K (File No. 001-35372) filed on December 22, 2011)
Exhibit D    Form of Lock-Up Agreement – Antonio R. Sanchez, III (incorporated by reference to Exhibit C-1 of Exhibit 1.1 to the Issuer’s Current Report on Form 8-K (File No. 001-35372) filed on December 19, 2011)
Exhibit E    Form of Lock-Up Agreement – Sanchez Energy Partners I, LP (incorporated by reference to Exhibit C-2 of Exhibit 1.1 to the Issuer’s Current Report on Form 8-K (File No. 001-35372) filed on December 19, 2011)
Exhibit F    Sanchez Energy Corporation 2011 Long Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Issuer’s Amendment No. 5 to Form S-1 Registration Statement (File No. 333-176613) filed on December 7, 2011)
Exhibit G    Form of Restricted Stock Agreement for Antonio R. Sanchez, III (incorporated by reference to Exhibit 10.3 to the Issuer’s Form S-8 Registration Statement (File No. 333-178920) filed on January 6, 2012)
Exhibit H    Form of Restricted Stock Agreement for A.R. Sanchez, Jr.


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 statement is true, complete and correct.

Dated: January 13, 2012

 

   

SANCHEZ ENERGY PARTNERS I, LP

 

By its general partner, SEP Management I, LLC

   

By:

  /s/ Antonio R. Sanchez, III
      Antonio R. Sanchez, III
      President
    SEP MANAGEMENT I, LLC
   

By:

  /s/ Antonio R. Sanchez, III
      Antonio R. Sanchez, III
      President
    SANCHEZ OIL & GAS CORPORATION
   

By:

  /s/ Antonio R. Sanchez, III
      Antonio R. Sanchez, III
      President
   

/s/ Antonio R. Sanchez, III 

   

ANTONIO R. SANCHEZ, III

   

/s/ A.R. Sanchez, Jr.

   

A. R. SANCHEZ, JR.

EX-99.H 2 d282846dex99h.htm RESTRICTED STOCK AGREEMENT Restricted Stock Agreement

Exhibit H

SANCHEZ ENERGY CORPORATION 2011 LONG TERM INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

 

Participant:      

Address: 1111 Bagby Street, Suite 1600

     

Houston, Texas 77002

     

Number of Awarded Shares:

     

Date of Grant:

     

Vesting of Awarded Shares:

   Vesting Date    Vested %
     

50%

50%

Total: 100%

Sanchez Energy Corporation, a Delaware corporation (the “Company”), hereby grants to the Participant, pursuant to the provisions of the Sanchez Energy Corporation 2011 Long Term Incentive Plan, as amended from time to time in accordance with its terms (the “Plan”), a restricted stock award (this “Award”) of shares (the “Awarded Shares”) of its Common Shares, effective as of the “Date of Grant” as set forth above, upon and subject to the terms and conditions set forth in this Restricted Stock Agreement (this “Agreement”) and in the Plan, which are incorporated herein by reference. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Plan.

1. EFFECT OF THE PLAN. The Awarded Shares granted to Participant are subject to all of the provisions of the Plan and this Agreement, together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of Participant, so long as such amendment, modification, restatement or supplement shall not materially reduce the rights and benefits available to Participant hereunder, and this Award shall be subject, without further action by the Company or Participant, to such amendment, modification, restatement or supplement unless provided otherwise therein.

2. GRANT. This Award shall evidence Participant’s ownership of the Awarded Shares, and Participant acknowledges that he or she will not receive a stock certificate or stock in book entry form representing the Awarded Shares unless and until the Awarded Shares vest as provided in this Award and all Required Withholding (as defined in Section 9(a) below) obligations applicable to the Vested Awarded Shares (as defined in Section 3 below) have been satisfied. The Awarded Shares will be held in custody for Participant, in a book entry account with the Company’s transfer agent, until the Awarded Shares have vested in accordance with Section 3 of this Award. Participant agrees that the Awarded Shares shall be subject to all of the terms and conditions set forth in this Agreement and the Plan, including, but not limited to, the forfeiture conditions set forth in Section 4 of this Agreement, the restrictions on transfer set forth in Section 5 of this Agreement and the satisfaction of the Required Withholding as set forth in Section 9(a) of this Award.


3. VESTING SCHEDULE; SERVICE REQUIREMENT. Except as otherwise accelerated by the Committee, a portion of the Awarded Shares shall vest during Participant’s continued service with the Company or an Affiliate (including Participant’s services for the Company pursuant to the Services Agreement, dated as of December 19, 2011, by and between Sanchez Oil & Gas Corporation and Sanchez Energy Corporation (the “Services Agreement”)) (“Continuous Service”) on each “Vesting Date” set forth above (each, a “Vesting Date”), in each case, as set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares,” as follows:

(a) fifty percent (50%) of the Awarded Shares will vest on the first Vesting Date; and

(b) an additional fifty percent (50%) of the Awarded Shares will vest on the second Vesting Date.

Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Notwithstanding the foregoing, upon the occurrence of a Change of Control, a Qualifying Termination (as defined below), a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Awarded Shares shall become Vested Awarded Shares. If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share except the final installment, which will be for the balance of the Awarded Shares. Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Participant as described in Section 9(a) of this Award, withhold that number of Vested Awarded Shares necessary to satisfy any Required Withholding obligation of Participant in accordance with the provisions of Section 9(a) of this Award, and thereafter instruct its transfer agent to deliver to Participant all remaining Vested Awarded Shares in a stock certificate or in book entry form.

For purposes of this Agreement, “Qualifying Termination” shall mean a termination of Participant’s Continuous Service by the Company or an Affiliate other than due to Participant’s (i) commission of, conviction for, plea of guilty or nolo contendere to a felony, or other material act or omission involving dishonesty or fraud or (ii) gross negligence or willful malfeasance.

For purposes of this Agreement, “Constructive Termination” shall mean the termination of the Services Agreement by the Company. For the avoidance of doubt, grounds for a Constructive Termination shall not exist if the termination of the Services Agreement by the Company is caused, directly or indirectly, by Sanchez Oil & Gas Corporation through its control of the Company.

4. CONDITIONS OF FORFEITURE. Except as set forth in Section 3 above, upon any termination of Participant’s Continuous Service (the “Termination Date”) for any or no reason, including but not limited to Participant’s voluntary resignation or termination by the Company with or without cause, before all of the Awarded Shares become Vested Awarded

 

2


Shares, all Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or Participant, be forfeited. Unvested Awarded Shares that are forfeited shall be deemed to be immediately transferred to the Company without any payment by the Company or action by Participant, and the Company shall have the full right to cancel any evidence of Participant’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant shall have no further rights with respect to such forfeited Unvested Awarded Shares. Participant, by his acceptance of this Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.

5. NON-TRANSFERABILITY. Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise encumber or dispose of any of the Unvested Awarded Shares, or any right or interest therein, by operation of law or otherwise, except only with respect to a transfer of title effected pursuant to Participant’s will or the laws of descent and distribution following Participant’s death. References to Participant, to the extent relevant in the context, shall include references to authorized transferees. Any transfer in violation of this Section 5 shall be void and of no force or effect, and shall result in the immediate forfeiture of all Unvested Awarded Shares.

6. DIVIDEND AND VOTING RIGHTS. Subject to the restrictions contained in this Agreement, Participant shall have the rights of a stockholder with respect to the Awarded Shares, including the right to vote all such Awarded Shares, including Unvested Awarded Shares, and to receive all dividends, cash or stock, paid or delivered thereon, from and after the date hereof (“Award Dividends”). In the event of forfeiture of Unvested Awarded Shares, Participant shall have no further rights with respect to such Unvested Awarded Shares. However, the forfeiture of the Unvested Awarded Shares pursuant to Section 4 hereof shall not create any obligation to repay cash dividends received as to such Unvested Awarded Shares, nor shall such forfeiture invalidate any votes given by Participant with respect to such Unvested Awarded Shares prior to forfeiture. In the event any federal, state and local income and/or employment tax withholding requirements apply to the payment of (i) an Award Dividend payable in Common Shares, the provisions of Section 9(a) shall be applied to the Award Dividend in the same manner as would have applied to the delivery of Awarded Shares or (ii) an Award Dividend payable in cash, the applicable withholding requirements shall be satisfied by reducing the amount of the payment due to the Participant in respect of the Award Dividend.

7. CAPITAL ADJUSTMENTS AND CORPORATE EVENTS. If, from time to time during the term of this Agreement, there is any capital adjustment affecting the outstanding Common Shares as a class without the Company’s receipt of consideration, the Unvested Awarded Shares shall be adjusted in accordance with the provisions of Section 4(c) of the Plan. Any and all new, substituted or additional securities to which Participant may be entitled by reason of Participant’s ownership of the Unvested Awarded Shares hereunder because of a capital adjustment shall be immediately subject to the forfeiture provisions of this Agreement and included thereafter as “Unvested Awarded Shares” for purposes of this Agreement.

 

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8. REFUSAL TO TRANSFER. The Company shall not be required (i) to transfer on its books any Unvested Awarded Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Plan, or (ii) to treat as owner of such Unvested Awarded Shares, or accord the right to vote or pay or deliver dividends or other distributions to, any purchaser or other transferee to whom or which such Unvested Awarded Shares shall have been so transferred.

9. TAX MATTERS.

(a) The Company’s obligation to deliver Awarded Shares to Participant upon the vesting of such shares shall be subject to the satisfaction of any and all applicable federal, state and local income and/or employment tax withholding requirements (the “Required Withholding”). If the Company has not received from Participant a certified check or money order for the full amount of the Required Withholding by 5:00 P.M. Central Standard Time on the date Awarded Shares become Vested Awarded Shares or Participant has not made a valid 83(b) Election (as defined below), the Company shall withhold from the Vested Awarded Shares that otherwise would have been delivered to Participant a whole number of Vested Awarded Shares necessary to satisfy Participant’s Required Withholding, and deliver the remaining Vested Awarded Shares to Participant. The amount of the Required Withholding and the number of Vested Awarded Shares to be withheld by the Company, if applicable, to satisfy Participant’s Required Withholding, as well as the amount reflected on tax reports filed by the Company, shall be based on the value of the Vested Awarded Shares as of 12:01 A.M. Central Standard Time on the applicable Vesting Date. The obligations of the Company under this Award will be conditioned on such satisfaction of the Required Withholding.

(b) Participant acknowledges that the tax consequences associated with this Award are complex and that the Company has urged Participant to review with Participant’s own tax advisors the federal, state, and local tax consequences of this Award. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of the Award. Participant understands further that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the fair market value of the Awarded Shares as of the Vesting Date. Participant also understands that Participant may elect to be taxed at Grant Date rather than at the time the Awarded Shares vest by filing an election under Section 83(b) of the Code with the Internal Revenue Service and by providing a copy of the election to the Company (an “83(b) Election”). PARTICIPANT ACKNOWLEDGES THAT HE OR SHE HAS BEEN INFORMED OF THE AVAILABILITY OF MAKING AN 83(b) ELECTION IN ACCORDANCE WITH SECTION 83(b) OF THE CODE; THAT SUCH 83(b) ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE (AND A COPY OF THE 83(b) ELECTION GIVEN TO THE COMPANY) WITHIN 30 DAYS OF THE GRANT OF AWARDED SHARES TO PARTICIPANT; AND THAT PARTICIPANT IS SOLELY RESPONSIBLE FOR MAKING SUCH 83(b) ELECTION.

 

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10. ENTIRE AGREEMENT; GOVERNING LAW. The Plan and this Agreement constitute the entire agreement of the Company and Participant (collectively, the “Parties”) with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof. If there is any inconsistency between the provisions of this Agreement and of the Plan, the provisions of the Plan shall govern. Nothing in the Plan and this Agreement (except as expressly provided therein or herein) is intended to confer any rights or remedies on any person other than the Parties. The Plan and this Agreement are to be construed in accordance with and governed by the internal laws of the State of Delaware, without giving effect to any choice-of-law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Parties. Should any provision of the Plan or this Agreement relating to the subject matter hereof be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

11. INTERPRETIVE MATTERS. Whenever required by the context, pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singular shall include the plural, and vice versa. The term “include” or “including” does not denote or imply any limitation. The captions and headings used in this Agreement are inserted for convenience and shall not be deemed a part of this Award or this Agreement for construction or interpretation.

12. NATURE OF PAYMENTS. Any and all grants or deliveries of Awarded Shares hereunder shall constitute special incentive payments to Participant and shall not be taken into account in computing the amount of salary or compensation of Participant for the purpose of determining any retirement, death or other benefits under (a) any retirement, bonus, life insurance or other employee benefit plan of the Company, or (b) any agreement between the Company and Participant, except as such plan or agreement shall otherwise expressly provide.

13. AMENDMENT; WAIVER. This Agreement may be amended or modified only by means of a written document or documents signed by the Company and Participant. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board or by the Committee. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

14. NOTICE. Any notice or other communication required or permitted hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid delivery in person or by courier or upon the earlier of delivery or the third business day after deposit in the United States mail if sent by certified mail, with postage and fees prepaid, addressed to the other Party at its address as shown beneath its signature in this Agreement, or to such other address as such Party may designate in writing from time to time by notice to the other Party in accordance with this Section 14.

 

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SANCHEZ ENERGY CORPORATION
By:    
Title:    
Address:    
   

 

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PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THIS AWARD SHALL VEST AND THE FORFEITURE RESTRICTIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company upon any change in the address for notice indicated in this Agreement.

 

DATED:       SIGNED:     
         PARTICIPANT
      Address:       
          

 

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