X0206 3 2016-10-04 0 0001349436 SANDRIDGE ENERGY INC SD 0001546429 Blackstone / GSO Strategic Credit Fund C\O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001504234 Blackstone / GSO Long-Short Credit Income Fund C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001466125 GSO / Blackstone Debt Funds Management LLC C\O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001362495 GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001394691 Goodman Bennett J C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001394690 Smith J Albert III C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Common Stock 59889 I See Footnotes Common Stock 16769 I See Footnotes Common Stock 447491 I See Footnotes Common Stock 186854 I See Footnotes Common Stock 112112 I See Footnotes Common Stock 112112 I See Footnotes 0.00% Convertible Senior Subordinated Notes due 2020 Common Stock 75266 I See Footnotes 0.00% Convertible Senior Subordinated Notes due 2020 Common Stock 21074 I See Footnotes 0.00% Convertible Senior Subordinated Notes due 2020 Common Stock 562387 I See Footnotes 0.00% Convertible Senior Subordinated Notes due 2020 Common Stock 234829 I See Footnotes 0.00% Convertible Senior Subordinated Notes due 2020 Common Stock 140897 I See Footnotes 0.00% Convertible Senior Subordinated Notes due 2020 Common Stock 140897 I See Footnotes Blackstone / GSO Strategic Credit Fund directly holds these securities. Blackstone / GSO Long-short Credit Income Fund directly holds these securities (together with Blackstone / GSO Strategic Credit Fund, the "GSO Funds"). GSO / Blackstone Debt Funds Management LLC is the investment adviser of each of the GSO Funds. GSO Capital Partners LP is the managing member of GSO / Blackstone Debt Funds Management LLC. GSO Advisor Holdings L.L.C. is a special limited partner of GSO Capital Partners LP with investment and voting power over the securities beneficially owned by GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C. FS Energy and Power Fund ("FSEP") directly holds these securities. FS Investment Corporation ("FSIC") directly holds these securities. FS Investment Corporation II ("FSIC II") directly holds these securities. Burholme Funding LLC directly holds these securities. Burholme Funding LLC is a wholly owned subsidiary of FS Investment Corporation III ("FSIC III", and together with FSEP, FSIC, FSIC II and Burholme Funding LLC, the "FS Funds"). FS Investment Advisor, LLC, FB Income Advisor, LLC, FSIC II Advisor, LLC and FSIC III Advisor, LLC are the investment advisers of FSEP, FSIC, FSIC II and FSIC III, respectively, and in that respect hold discretionary investment authority for them. Burholme Funding LLC is a wholly owned subsidiary of FSIC III. In addition, each of Michael C. Forman, Gerald F. Stahlecker, Zachary Klehr and Sean Coleman may be deemed to have shared voting, investment and/or dispositive power with respect to the securities held by FSEP, FSIC, FSIC II and FSIC III. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than each of the GSO Funds and the FS Funds to the extent they directly hold securities of the Issuer), disclaims beneficial ownership of the securities held by each of the GSO Funds and the FS Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the GSO Funds and the FS Funds to the extent they directly hold securities of the Issuer) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. The 0.00% Convertible Senior Subordinated Notes due 2020 issued by the Issuer (the "Convertible Notes") are immediately convertible. The Convertible Notes have a conversion rate of 0.05330841 shares of Issuer common stock per $1.00 principal amount of Convertible Notes, subject to adjustment pursuant to the terms of the Convertible Notes. The Convertible Notes mature on October 4, 2020. Exhibit 24.1 - Power of Attorney - Bennett J. Goodman Exhibit 24.2 - Power of Attorney - J. Albert Smith III BLACKSTONE / GSO STRATEGIC CREDIT FUND, By: GSO / Blackstone Debt Funds Management LLC, its investment adviser, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 2016-10-04 BLACKSTONE / GSO LONG-SHORT CREDIT INCOME FUND, By: GSO / Blackstone Debt Funds Management LLC, its investment adviser, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 2016-10-04 GSO / BLACKSTONE DEBT FUNDS MANAGEMENT LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 2016-10-04 GSO CAPITAL PARTNERS LP, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 2016-10-04 BENNETT J. GOODMAN, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact 2016-10-04 J. ALBERT SMITH III, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact 2016-10-04