0000899243-16-026123.txt : 20160802 0000899243-16-026123.hdr.sgml : 20160802 20160802163058 ACCESSION NUMBER: 0000899243-16-026123 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160801 FILED AS OF DATE: 20160802 DATE AS OF CHANGE: 20160802 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN PETROLEUM CORP /DE/ CENTRAL INDEX KEY: 0000061398 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 060842255 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 1775 SHERMAN STREET STREET 2: SUITE 1950 CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: (720) 484-2400 MAIL ADDRESS: STREET 1: 1775 SHERMAN STREET STREET 2: SUITE 1950 CITY: DENVER STATE: CO ZIP: 80203 FORMER COMPANY: FORMER CONFORMED NAME: MAGELLAN PETROLEUM CORP PANAMA DATE OF NAME CHANGE: 19671130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: One Stone Energy Partners GP, L.L.C. CENTRAL INDEX KEY: 0001576983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05507 FILM NUMBER: 161800893 BUSINESS ADDRESS: STREET 1: 720 FIFTH AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 702-8670 MAIL ADDRESS: STREET 1: 720 FIFTH AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: One Stone Holdings II LP CENTRAL INDEX KEY: 0001576981 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05507 FILM NUMBER: 161800894 BUSINESS ADDRESS: STREET 1: 720 FIFTH AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 702-8670 MAIL ADDRESS: STREET 1: 720 FIFTH AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-08-01 1 0000061398 MAGELLAN PETROLEUM CORP /DE/ MPET 0001576981 One Stone Holdings II LP 720 FIFTH AVENUE, 10TH FLOOR NEW YORK NY 10019 1 0 1 0 0001576983 One Stone Energy Partners GP, L.L.C. 720 FIFTH AVENUE, 10TH FLOOR NEW YORK NY 10019 1 0 1 0 Series A Convertible Preferred Stock 2016-08-01 4 D 0 22683428 D Common Stock 2333886 0 D On August 1, 2016, Magellan Petroleum Corporation ("Magellan") and One Stone Holdings II LP ("One Stone") closed the transactions contemplated by that certain Exchange Agreement they entered into as of March 31, 2016 (the "Exchange Agreement"). Pursuant to the Exchange Agreement, One Stone transferred to Magellan 100% of Magellan's outstanding Series A Convertible Preferred Stock in consideration for the assignment to and assumption by One Stone of 100% of the outstanding membership interests in Nautilus Poplar LLC, a wholly-owned subsidiary of Magellan, and 51% of the outstanding common units in Utah CO2 LLC, a majority-owned subsidiary of Magellan, as adjusted by the Cash Amount (as defined in the Exchange Agreement) (collectively, the "Exchange"). On August 1, 2016, the closing price of Magellan's Common Stock was $1.14 per share. Calculated with a conversion price of $9.77586545, which figure is based on Magellan's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016. On July 10, 2015, Magellan completed a reverse stock split of its Common Stock at a ratio of 1-for-8. The conversion price of Series A Preferred Stock has been adjusted to reflect the reverse stock split. Following the Exchange, One Stone no longer had the right to designate two members to the board of directors of Magellan. This form is jointly filed by One Stone and its general partner, One Stone Energy Partners GP, L.LC. /s/ Rimma Khafizova, as Attorney-in-Fact for One Stone Energy Partners GP, L.L.C. 2016-08-02 /s/ Rimma Khafizova, as Attorney-in-Fact for One Stone Energy Partners GP, L.L.C., the general partner of One Stone Holdings II LP 2016-08-02