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*
Sanchez Energy Partners I LP

(Last) (First) (Middle)
1111 BAGBY STREET, SUITE 1600

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sanchez Energy Corp [ SN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by Deputization
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2011
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)
Code V Amount (A) or (D) Price
Common Stock 12/19/2011 A 21,340,909 (1) A (1) 22,340,909 D (2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Sanchez Energy Partners I LP

(Last) (First) (Middle)
1111 BAGBY STREET, SUITE 1600

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SANCHEZ ANTONIO R JR

(Last) (First) (Middle)
1111 BAGBY, SUITE 1600

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sanchez Oil & Gas Corp

(Last) (First) (Middle)
1111 BAGBY STREET, SUITE 1600

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEP Management I, LLC

(Last) (First) (Middle)
1111 BAGBY STREET, SUITE 1600

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
Explanation of Responses:
1. In connection with the initial public offering ("IPO") of the common stock of Sanchez Energy Corporation (the "Issuer"), and pursuant to the terms of the Contribution, Conveyance and Assumption Agreement, dated as of December 19, 2011, by and between Sanchez Energy Partners I, LP ("SEP I") and the Issuer, SEP I contributed to the Issuer all of the membership interests in SEP Holdings III, LLC in exchange for $50 million and 21,340,909 shares of the Issuer's common stock (exclusive of 750,000 shares that will be issued to SEP I if the underwriters in the IPO do not exercise their over-allotment option). This number includes the 1,000 shares of the Issuer's common stock that were previously reported on the Form 3 filed on December 13, 2011.
2. These shares are owned directly by SEP I. SEP I is controlled by its general partner, SEP Management I, LLC ("SEP Management"), which is a wholly-owned subsidiary of Sanchez Oil & Gas Corporation ("SOG"). SOG is managed by A.R. Sanchez, Jr. and Antonio R. Sanchez, III. A.R. Sanchez, Jr. shares voting and dispositive power over the shares controlled by SEP I. Each of A.R. Sanchez, Jr., SOG and SEP Management disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by A.R. Sanchez, Jr., SOG or SEP Management of all of the reported securities for purposes of Section 16 or any other purpose.
Remarks:
/s/ A.R. Sanchez, Jr., signed in the following capacities: A.R. Sanchez, Jr. is signing for himself, as well as in his capacity as Chairman of the Board of Directors of SOG, on behalf of SOG and in its capacity as the sole member of SEP Management, on behalf of SEP Management and in its capacity as the general partner of SEP I, on behalf of SEP I.
See Remarks 12/19/2011
** 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 4 (b)(v).
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