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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/04/2014 |
3. Issuer Name and Ticker or Trading Symbol
ENDEAVOUR INTERNATIONAL CORP [ END ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 2,000,000 | I | By Talisman Realty Capital Master, L.P.(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
European-style option | 04/19/2014 | 04/19/2014 | Common Stock | 4,000,000 | $5.5 | I | By Talisman Realty Capital Master, L.P.(1) |
5.5% Convertible Senior Notes due 2016 | (2) | (2) | Common Stock | 1,620,570 | (2) | I | By Talisman Realty Capital Master, L.P.(1) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Securities held directly by Talisman Realty Capital Master, L.P. (the "Master Fund"). Talisman Group Investments, L.L.C., the investment advisor of the Master Fund, may be deemed to share voting and dispositive power with respect to the shares held by the Master Fund. The Talisman Group, L.L.C., which is the parent company of Talisman Group Investments, L.L.C., may be deemed to share voting and dispositive power with respect to shares held by the Master Fund. Talisman Family, L.L.C., which is the parent company of The Talisman Group, L.L.C., may be deemed to share voting and dispositive power with respect to shares held by the Master Fund. Jason Taubman Kalisman, the managing member of Talisman Family, L.L.C., may be deemed to share voting and dispositive power with respect to shares held by the Master Fund. Each of these entities and Mr. Kalisman disclaims beneficial ownership of the securities held by the Master Fund except to the extent of any pecuniary interest therein. |
2. The Issuer's 5.5% Convertible Senior Notes due 2016 (the "Notes") are immediately convertible into Common Stock of the Issuer at a conversion rate of 54.019 shares of Common Stock (equivalent to $18.51 per share) for every $1,000 principal amount of the Notes, and have no expiration date. |
Remarks: |
/s/ Jason Taubman Kalisman, Chief Executive Officer of Talisman Realty Capital Master, L.P. | 02/11/2014 | |
/s/ Jason Taubman Kalisman, Chief Executive Officer of Talisman Group Investments, L.L.C. | 02/11/2014 | |
/s/ Jason Taubman Kalisman, Chief Executive Officer of The Talisman Group, L.L.C. | 02/11/2014 | |
/s/ Jason Taubman Kalisman, Chief Executive Officer of Talisman Family, L.L.C. | 02/11/2014 | |
/s/ Jason Taubman Kalisman | 02/11/2014 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |