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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ENDEAVOUR INTERNATIONAL CORP [ END ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/14/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, $0.001 Par Value(1)(2) | 02/14/2013 | X | 2,800 | A | $7.5 | 395,562 | I | By O-CAP Partners, L.P.(3) | ||
Common Stock, $0.001 Par Value(1)(2) | 02/14/2013 | X | 1,800 | A | $7.5 | 294,369 | 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 Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Put Option (obligation to buy)(1)(2) | $7.5 | 02/14/2013 | X | 28 | (7) | 03/16/2013 | Common Stock | 2,800 | $0 | 0 | I | By O-CAP Partners, L.P.(3) | |||
Put Option (obligation to buy)(1)(2) | $7.5 | 02/14/2013 | X | 18 | (7) | 03/16/2013 | Common Stock | 1,800 | $0 | 0 | I | By O-CAP Offshore Master Fund, L.P.(4) | |||
Call Option (right to buy)(1)(2) | $12.5 | (8) | 03/16/2013 | Common Stock | 337,200 | 3,372 | I | By O-CAP Partners, L.P.(3) | |||||||
Call Option (right to buy)(1)(2) | $12.5 | (8) | 03/16/2013 | Common Stock | 222,300 | 2,223 | I | By O-CAP Offshore Master Fund, L.P.(4) | |||||||
Call Option (right to buy)(1)(2) | $5 | (8) | 06/22/2013 | Common Stock | 186,300 | 1,863 | I | By O-CAP Partners, L.P.(3) | |||||||
Call Option (right to buy)(1)(2) | $5 | (8) | 06/22/2013 | Common Stock | 138,700 | 1,387 | I | By O-CAP Offshore Master Fund, L.P.(4) |
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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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. This Form 4 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. |
8. Options are exercisable at any time. |
O-CAP Management, L.P; By: /s/ Jared S. Sturdivant, Authorized Signatory | 02/20/2013 | |
O-CAP Partners, L.P.; By: /s/ Jared S. Sturdivant, Authorized Signatory | 02/20/2013 | |
O-CAP Offshore Fund, Ltd.; By: /s/ Jared S. Sturdivant, Authorized Signatory | 02/20/2013 | |
O-CAP OFFSHORE MASTER FUND, L.P; By: /s/ Jared S. Sturdivant, Authorized Signatory | 02/20/2013 | |
O-CAP GP, LLC; By: /s/ Jared S. Sturdivant, Authorized Signatory | 02/20/2013 | |
O-CAP ADVISORS, LLC; By: /s/ Jared S. Sturdivant, Authorized Signatory | 02/20/2013 | |
By: /s/ JARED S. STURDIVANT | 02/20/2013 | |
By: /s/ Michael E. Olshan | 02/20/2013 | |
** 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). | ||
** 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. |