Edgar Filing: SANDRIDGE ENERGY INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â FS Investment Corp III

2. Date of Event Requiring Statement (Month/Day/Year)
10/04/2016

3. Issuer Name and Ticker or Trading Symbol
SANDRIDGE ENERGY INC [SD]

(Last)

(First)

(Middle)

201 ROUSE BOULEVARD

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PHILADELPHIA,Â PAÂ 19112

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	59,889	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	16,769	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	447,491	I	See Footnotes ⁽⁴⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	186,854	I	See Footnotes ⁽⁵⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	112,112	I	See Footnotes ⁽⁶⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	112,112	I	See Footnotes ⁽⁷⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
0.00% Convertible Senior Subordinated Notes due 2020	Â ⁽¹³⁾	Â ⁽¹³⁾	Common Stock	75,266	$ ⁽¹³⁾	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
0.00% Convertible Senior Subordinated Notes due 2020	Â ⁽¹³⁾	Â ⁽¹³⁾	Common Stock	21,074	$ ⁽¹³⁾	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
0.00% Convertible Senior Subordinated Notes due 2020	Â ⁽¹³⁾	Â ⁽¹³⁾	Common Stock	562,387	$ ⁽¹³⁾	I	See Footnotes ⁽⁴⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
0.00% Convertible Senior Subordinated Notes due 2020	Â ⁽¹³⁾	Â ⁽¹³⁾	Common Stock	234,829	$ ⁽¹³⁾	I	See Footnotes ⁽⁵⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
0.00% Convertible Senior Subordinated Notes due 2020	Â ⁽¹³⁾	Â ⁽¹³⁾	Common Stock	140,897	$ ⁽¹³⁾	I	See Footnotes ⁽⁶⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
0.00% Convertible Senior Subordinated Notes due 2020	Â ⁽¹³⁾	Â ⁽¹³⁾	Common Stock	140,897	$ ⁽¹³⁾	I	See Footnotes ⁽⁷⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FS Investment Corp III 201 ROUSE BOULEVARD PHILADELPHIA,Â PAÂ 19112	Â	Â X	Â	Â
Burholme Funding LLC 201 ROUSE BOULEVARD PHILADELPHIA,Â PAÂ 19112	Â	Â X	Â	Â
FSIC III Advisor, LLC 201 ROUSE BOULEVARD PHILADELPHIA,Â PAÂ 19112	Â	Â X	Â	Â

Signatures

FS INVESTMENT CORPORATION III, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: Chief Executive Officer		10/04/2016
^**Signature of Reporting Person		Date
FSIC III ADVISOR, LLC, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: Chief Executive Officer		10/04/2016
^**Signature of Reporting Person		Date
BURHOLME FUNDING LLC, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: President		10/04/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Blackstone / GSO Strategic Credit Fund directly holds these securities.
(2)	Blackstone / GSO Long-short Credit Income Fund directly holds these securities (together with Blackstone / GSO Strategic Credit Fund, the "GSO Funds").
(3)	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.
(4)	FS Energy and Power Fund ("FSEP") directly holds these securities.
(5)	FS Investment Corporation ("FSIC") directly holds these securities.
(6)	FS Investment Corporation II ("FSIC II") directly holds these securities.
(7)	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").
(8)	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.
(9)	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.
(10)	Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.
(11)	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.
(12)	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.
(13)	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.

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