0000921895-12-002381.txt : 20121228 0000921895-12-002381.hdr.sgml : 20121228 20121228143047 ACCESSION NUMBER: 0000921895-12-002381 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121218 FILED AS OF DATE: 20121228 DATE AS OF CHANGE: 20121228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Olshan Michael E CENTRAL INDEX KEY: 0001440457 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32212 FILM NUMBER: 121290313 MAIL ADDRESS: STREET 1: C/O O-CAP MANAGEMENT, L.P. STREET 2: 600 MADISON AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STURDIVANT JARED S. CENTRAL INDEX KEY: 0001565394 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32212 FILM NUMBER: 121290314 MAIL ADDRESS: STREET 1: 600 MADISON AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ENDEAVOUR INTERNATIONAL CORP CENTRAL INDEX KEY: 0001112412 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880448389 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-307-8700 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL SOUTHERN RESOURCES INC DATE OF NAME CHANGE: 20020816 FORMER COMPANY: FORMER CONFORMED NAME: EXPRESSIONS GRAPHICS INC DATE OF NAME CHANGE: 20000419 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O-CAP Partners, L.P. CENTRAL INDEX KEY: 0001466172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32212 FILM NUMBER: 121290319 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-554-4622 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O-CAP Offshore Fund, Ltd. CENTRAL INDEX KEY: 0001467344 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32212 FILM NUMBER: 121290318 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 917-324-8400 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O-Cap Management, L.P. CENTRAL INDEX KEY: 0001539093 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32212 FILM NUMBER: 121290320 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-554-4622 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O-CAP ADVISORS, LLC CENTRAL INDEX KEY: 0001565465 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32212 FILM NUMBER: 121290315 BUSINESS ADDRESS: STREET 1: 600 MADISON AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-554-4622 MAIL ADDRESS: STREET 1: 600 MADISON AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O-CAP GP, LLC CENTRAL INDEX KEY: 0001565466 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32212 FILM NUMBER: 121290316 BUSINESS ADDRESS: STREET 1: 600 MADISON AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-554-4622 MAIL ADDRESS: STREET 1: 600 MADISON AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O-CAP OFFSHORE MASTER FUND, L.P. CENTRAL INDEX KEY: 0001565467 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32212 FILM NUMBER: 121290317 BUSINESS ADDRESS: STREET 1: 600 MADISON AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-554-4622 MAIL ADDRESS: STREET 1: 600 MADISON AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 form309168002_12282012.xml OWNERSHIP DOCUMENT X0206 3 2012-12-18 0 0001112412 ENDEAVOUR INTERNATIONAL CORP END 0001539093 O-Cap Management, L.P. 600 MADISON AVENUE 14TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001466172 O-CAP Partners, L.P. C/O O-CAP MANAGEMENT, L.P. 600 MADISON AVENUE, 14TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001467344 O-CAP Offshore Fund, Ltd. C/O O-CAP MANAGEMENT, L.P. 600 MADISON AVENUE, 14TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001565467 O-CAP OFFSHORE MASTER FUND, L.P. C/O O-CAP MANAGEMENT, L.P. 600 MADISON AVENUE, 14TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001565466 O-CAP GP, LLC C/O O-CAP MANAGEMENT, L.P. 600 MADISON AVENUE, 14TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001565465 O-CAP ADVISORS, LLC C/O O-CAP MANAGEMENT, L.P. 600 MADISON AVENUE, 14TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001565394 STURDIVANT JARED S. C/O O-CAP MANAGEMENT, L.P. 600 MADISON AVENUE, 14TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001440457 Olshan Michael E C/O O-CAP MANAGEMENT, L.P. 600 MADISON AVENUE, 14TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses Common Stock, $0.001 Par Value 358377 I By O-CAP Partners, L.P. Common Stock, $0.001 Par Value 266954 I By O-CAP Offshore Master Fund, L.P. Common Stock, $0.001 Par Value 424743 I By Managed Accounts of O-CAP Management, L.P. Common Stock, $0.001 Par Value 19500 I By Jared S. Sturdivant Call Option (right to buy) 10 2012-12-22 Common Stock 20000 I By O-CAP Partners, L.P. Call Option (right to buy) 10 2012-12-22 Common Stock 15000 I By O-CAP Offshore Master Fund, L.P. Call Option (right to buy) 7.5 2012-12-22 Common Stock 57300 I By O-CAP Partners, L.P. Call Option (right to buy) 7.5 2012-12-22 Common Stock 42700 I By O-CAP Offshore Master Fund, L.P. Call Option (right to buy) 12.5 2013-03-16 Common Stock 337200 I By O-CAP Partners, L.P. Call Option (right to buy) 12.5 2013-03-16 Common Stock 222300 I By O-CAP Offshore Master Fund, L.P. Call Option (right to buy) 5 2013-06-22 Common Stock 186300 I By O-CAP Partners, L.P. Call Option (right to buy) 5 2013-06-22 Common Stock 138700 I By O-CAP Offshore Master Fund, L.P. 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. 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. 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. 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. 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. Shares of Common Stock owned personally by Jared S. Sturdivant. Options were exercisable at any time prior to December 22, 2012 when they expired. Options are exercisable at any time. O-CAP Management, L.P; By: /s/ Jared S. Sturdivant, Authorized Signatory 2012-12-28 O-CAP Partners, L.P.; By: /s/ Jared S. Sturdivant, Authorized Signatory 2012-12-28 O-CAP Offshore Fund, Ltd.; By: /s/ Jared S. Sturdivant, Authorized Signatory 2012-12-28 O-CAP OFFSHORE MASTER FUND, L.P; By: /s/ Jared S. Sturdivant, Authorized Signatory 2012-12-28 O-CAP GP, LLC; By: /s/ Jared S. Sturdivant, Authorized Signatory 2012-12-28 O-CAP ADVISORS, LLC; By: /s/ Jared S. Sturdivant, Authorized Signatory 2012-12-28 By: /s/ JARED S. STURDIVANT 2012-12-28 By: /s/ Michael E. Olshan 2012-12-28