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) 01/22/2014 | ||||||||||||||||||||||||||
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 | 02/26/2014 | S | 1,375,122 | D | $4.9615 | 4,744,891 | I | See footnotes(1)(2)(3)(4) | ||
Common Stock | 02/26/2014 | S | 98,223 | D | $5.2 | 4,646,668 | I | See footnotes(1)(2)(3)(4) | ||
Common Stock | 02/26/2014 | S | 23,083 | D | $5.4252 | 4,623,585 | I | See footnotes(1)(2)(3)(4) | ||
Common Stock | 02/27/2014 | S | 200 | D | $5.2605 | 4,623,385 | I | See footnotes(1)(2)(3)(4) | ||
Common Stock | 02/27/2014 | S | 246,000 | D | $5.081 | 4,377,385 | I | See footnotes(1)(2)(3)(4) | ||
Common Stock | 02/27/2014 | S | 16,000 | D | $5.0338 | 4,361,385 | I | See footnotes(1)(2)(3)(4) | ||
Common Stock | 02/27/2014 | S | 51,000 | D | $5.1161 | 4,310,385 | I | See footnotes(1)(2)(3)(4) | ||
Common Stock | 02/28/2014 | S | 32,600 | D | $5.1149 | 4,277,785 | I | See footnotes(1)(2)(3)(4) |
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 | ||||||||
Call Option (Obligation to Sell) | $7.5 | 01/22/2014 | S | 250 | 01/22/2014 | 03/22/2014 | Common Stock | 25,000 | $42.5 | 250 | I | See footnotes(1)(2)(3)(4)(5) | |||
Call Option (Obligation to Sell) | $7.5 | 01/22/2014 | S | 250 | 01/22/2014 | 06/21/2014 | Common Stock | 25,000 | $85 | 250 | I | See footnotes(1)(2)(3)(4)(5) |
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. The reporting persons are: (i) Steelhead Partners, LLC ("Steelhead"), a registered investment adviser within the meaning of Rule 16a-1(a)(1)(v) under the Securities Exchange Act of 1934; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers. |
2. 4,267,785 shares of common stock reported on this Form 4 are beneficially held by Steelhead Navigator Master, L.P. ("Steelhead Navigator"). The balance of the shares reported on this Form 4 is beneficially held by another investment limited partnership, which itself is not the beneficial owner of more than 10% of the issuer's common stock (this investment limited partnership together with Steelhead Navigator, the "Funds"). Steelhead serves as the investment manager of the Funds. As a greater than 10% beneficial owner, Steelhead Navigator is separately reporting its holdings in the issuer's securities on a Form 4 filed concurrently herewith. |
3. Steelhead and the other reporting persons may be deemed to have a pecuniary interest in the securities owned by the Funds insofar as Steelhead is the general partner (or sole owner of the general partner) of the Funds. The reporting persons have elected therefore to file this Form 4 voluntarily to report these holdings, notwithstanding the reporting exemption applicable to registered investment advisers under Rule 16a-1(a)(1)(v) and to control persons under Rule 16a-1(a)(1)(vii). The filing of this Form 4 should not, however, be deemed an admission by any of the reporting persons that such person falls outside the scope of the foregoing exemptions, or that the reporting persons and/or the Funds form a group within the meaning of Rule 16a-1(a)(1). Each of Steelhead, Mr. Johnston, Mr. Klein and Steelhead Navigator expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein. |
4. On previous Form 4 filings made by Steelhead and the other reporting persons, the holdings of a certain separate account over which Steelhead has investment discretion, but not voting power, had been included; however, Steelhead has determined that, beginning with this filing, it will no longer be reporting holdings or transactions for this separate account because Steelhead and the other reporting persons do not have a direct or indirect pecuniary interest in the separate account. As a result, the "Amount of Securities Beneficially Owned" (column 5) has been reduced by the number of securities that were held by the separate account as reported by the reporting persons in their previous Form 4 filing. |
5. As a result of revised analysis, the writing of these call options is being reported after the filing deadline. |
STEELHEAD PARTNERS, LLC, By: /s/ Brent E. Binge, Brent E. Binge, General Counsel | 02/28/2014 | |
JAMES MICHAEL JOHNSTON, By: /s/ Brent E. Binge, Brent E. Binge, General Counsel | 02/28/2014 | |
BRIAN KATZ KLEIN, By: /s/ Brent E. Binge, Brent E. Binge, General Counsel | 02/28/2014 | |
** 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 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. |