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*
O-Cap Management, L.P.

(Last) (First) (Middle)
600 MADISON AVENUE
14TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/18/2012
3. Issuer Name and Ticker or Trading Symbol
ENDEAVOUR INTERNATIONAL CORP [ END ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
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 (1) (2) 358,377 I By O-CAP Partners, L.P. (3)
Common Stock, $0.001 Par Value (1) (2) 266,954 I By O-CAP Offshore Master Fund, L.P. (4)
Common Stock, $0.001 Par Value (1) (2) 424,743 I By Managed Accounts of O-CAP Management, L.P. (5)
Common Stock, $0.001 Par Value (1) (2) 19,500 I By Jared S. Sturdivant (6)
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
Call Option (right to buy) (1) (2) (7) 12/22/2012 Common Stock 20,000 10 I By O-CAP Partners, L.P. (3)
Call Option (right to buy) (1) (2) (7) 12/22/2012 Common Stock 15,000 10 I By O-CAP Offshore Master Fund, L.P. (4)
Call Option (right to buy) (1) (2) (7) 12/22/2012 Common Stock 57,300 7.5 I By O-CAP Partners, L.P. (3)
Call Option (right to buy) (1) (2) (7) 12/22/2012 Common Stock 42,700 7.5 I By O-CAP Offshore Master Fund, L.P. (4)
Call Option (right to buy) (1) (2) (8) 03/16/2013 Common Stock 337,200 12.5 I By O-CAP Partners, L.P. (3)
Call Option (right to buy) (1) (2) (8) 03/16/2013 Common Stock 222,300 12.5 I By O-CAP Offshore Master Fund, L.P. (4)
Call Option (right to buy) (1) (2) (8) 06/22/2013 Common Stock 186,300 5 I By O-CAP Partners, L.P. (3)
Call Option (right to buy) (1) (2) (8) 06/22/2013 Common Stock 138,700 5 I By O-CAP Offshore Master Fund, L.P. (4)
1. Name and Address of Reporting Person*
O-Cap Management, L.P.

(Last) (First) (Middle)
600 MADISON AVENUE
14TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
O-CAP Partners, L.P.

(Last) (First) (Middle)
C/O O-CAP MANAGEMENT, L.P.
600 MADISON AVENUE, 14TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
O-CAP Offshore Fund, Ltd.

(Last) (First) (Middle)
C/O O-CAP MANAGEMENT, L.P.
600 MADISON AVENUE, 14TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
O-CAP OFFSHORE MASTER FUND, L.P.

(Last) (First) (Middle)
C/O O-CAP MANAGEMENT, L.P.
600 MADISON AVENUE, 14TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
O-CAP GP, LLC

(Last) (First) (Middle)
C/O O-CAP MANAGEMENT, L.P.
600 MADISON AVENUE, 14TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
O-CAP ADVISORS, LLC

(Last) (First) (Middle)
C/O O-CAP MANAGEMENT, L.P.
600 MADISON AVENUE, 14TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
STURDIVANT JARED S.

(Last) (First) (Middle)
C/O O-CAP MANAGEMENT, L.P.
600 MADISON AVENUE, 14TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Olshan Michael E

(Last) (First) (Middle)
C/O O-CAP MANAGEMENT, L.P.
600 MADISON AVENUE, 14TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 is filed jointly by O-CAP Management, L.P., a Delaware limited partnership ("O-CAPMGT"), O-CAP Partners, L.P., a Delaware limited partnership ("O-CAPLP"), O-CAP Offshore Fund, Ltd., a Cayman Islands exempted company ("O-CAPOFF"), O-CAP Offshore Master Fund, L.P., a Cayman Islands exempted limited partnership ("O-CAPMF"), O-CAP Advisors, LLC, a Delaware limited liability company ("O-CAPADV"), O-CAP GP, LLC, a Delaware limited liability company ("O-CAPGP"), Michael E. Olshan and Jared S. Sturdivant.
2. Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
3. Shares of Common Stock beneficially owned by O-CAPLP. O-CAPMGT, as the investment manager of O-CAPLP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by O-CAPLP. Each of O-CAPADV, as the general partner of O-CAPLP, O-CAPGP, as the general partner of each of O-CAPMGT and O-CAPADV, and Messrs. Olshan and Sturdivant, as Portfolio Managers and the Managing Partners of O-CAPMGT and the Managing Members of O-CAPGP and O-CAPADV, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by O-CAPLP.
4. Shares of Common Stock beneficially owned by O-CAPMF. O-CAPMGT, as the investment manager of O-CAPMF, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by O-CAPMF. Each of O-CAPOFF, which is managed by O-CAP MGT, O-CAPADV, as the general partner of O-CAPMF, O-CAPGP, as the general partner of each of O-CAPMGT and O-CAPADV, and Messrs. Olshan and Sturdivant, as Portfolio Managers and Managing Partners of O-CAPMGT and as Managing Members of O-CAPGP and O-CAPADV, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by O-CAPMF.
5. Shares of Common Stock held in accounts managed by O-CAPMGT. Each of O-CAPGP, as the general partner of O-CAPMGT and Messrs. Olshan and Sturdivant, as Portfolio Managers and Managing Partners of O-CAPMGT, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by O-CAPMGT.
6. Shares of Common Stock owned personally by Jared S. Sturdivant.
7. Options were exercisable at any time prior to December 22, 2012 when they expired.
8. Options are exercisable at any time.
O-CAP Management, L.P; By: /s/ Jared S. Sturdivant, Authorized Signatory 12/28/2012
O-CAP Partners, L.P.; By: /s/ Jared S. Sturdivant, Authorized Signatory 12/28/2012
O-CAP Offshore Fund, Ltd.; By: /s/ Jared S. Sturdivant, Authorized Signatory 12/28/2012
O-CAP OFFSHORE MASTER FUND, L.P; By: /s/ Jared S. Sturdivant, Authorized Signatory 12/28/2012
O-CAP GP, LLC; By: /s/ Jared S. Sturdivant, Authorized Signatory 12/28/2012
O-CAP ADVISORS, LLC; By: /s/ Jared S. Sturdivant, Authorized Signatory 12/28/2012
By: /s/ JARED S. STURDIVANT 12/28/2012
By: /s/ Michael E. Olshan 12/28/2012
** 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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