X0306 4 2014-01-06 0 0001528837 Sanchez Energy Corp SN 0001060529 SANCHEZ ANTONIO R JR 1111 BAGBY STREET, SUITE 1800 HOUSTON TX 77002 1 1 1 0 Exec Chrmn of Bd of Dir Common Stock 2014-01-06 4 A 0 350000 A 1235643 D Common Stock 26213 I By Alicia M. Sanchez Charitable Lead Annuity Trust Common Stock 1141106 I By Sanchez Oil & Gas Corporation Common Stock 707333 I By Sanexco, Ltd. Common Stock 371836 I By 1988 Trust No. 11 Common Stock 371836 I By 1988 Trust No. 12 Common Stock 371836 I By 1988 Trust No. 13 Common Stock 371836 I By 1988 Trust No. 14 Common Stock 707333 I By San Juan Oil & Gas No. 2, Ltd. Common Stock 474800 I By AEP Ltd. Partnership Common Stock 113366 I By SEP Management I, LLC Represents a grant of restricted stock the Reporting Person received from Sanchez Energy Corporation. These shares are owned directly by the Alicia M. Sanchez Charitable Lead Annuity Trust ("CLAT"). Reporting Person is the sole trustee of CLAT. Reporting Person disclaims beneficial ownership of the reported securities except to the extent of the pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose. These shares are owned directly by Sanchez Oil & Gas Corporation ("SOG"). SOG is managed by Reporting Person and Antonio R. Sanchez, III. Reporting Person may be deemed to share voting and dispositive power over the shares held by SOG. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose. These shares are owned directly by Sanexco, Ltd. ("Sanexco"). Sanexco is controlled by its general partner, Sanchez Management Corporation ("SMC"), which is managed by Reporting Person. Reporting Person may be deemed to share voting and dispositive power over the shares held by Sanexco. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose. These shares are owned directly by the following trusts (the "Trusts"), respectively: (i) 1988 Trust No. 11: co-trustee/beneficiary Antonio R. Sanchez, III; (ii) 1988 Trust No. 12: co-trustee/beneficiary Ana Lee Sanchez Jacobs; (iii) 1988 Trust No. co-trustee/beneficiary Eduardo Sanchez; and (iv) 1988 Trust No. co-trustee/beneficiary Patricio Sanchez. Reporting Person is a co-trustee, along with the respective co-trustees and beneficiaries listed next to the name of the Trust above, of each of the Trusts set forth above. Reporting Person may be deemed to share voting and dispositive power over the shares held by the Trusts. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose. These shares are owned directly by San Juan Oil & Gas No. 2, Ltd. ("San Juan"). San Juan is controlled by its general partner, SMC, which is managed by Reporting Person. Reporting Person may be deemed to share voting and dispositive power over the shares held by San Juan. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose. These shares are owned directly by AEP Ltd. Partnership ("AEP"). AEP is controlled by its general partner, Reporting Person. Reporting Person may be deemed to share voting and dispositive power over the shares held by AEP. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose. These shares are owned directly by SEP Management I, LLC ("SEP Management"). SEP Management is a wholly-owned subsidiary of SOG. SOG is managed by Reporting Person and Antonio R. Sanchez, III. Reporting Person may be deemed to share voting and dispositive power over the shares held by SEP Management. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose. /s/ Alfredo Gutierrez, Attorney-in-Fact 2014-01-08