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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
SandRidge Energy, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
80007P 307
(CUSIP Number)
James H. Holloman, Jr., Esq.
20 North Broadway, Suite 1800
Oklahoma City, Oklahoma 73102
(405) 235-7700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 1, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [      ]
 
 

 


 

                     
CUSIP No.
 
80007P 307 
 

 

           
1   NAMES OF REPORTING PERSONS : Tom L. Ward

I.R.S. Identification Nos. of Above Persons (entities only)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)     
  (b)     
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION: United States
   
 
       
  7   SOLE VOTING POWER
     
NUMBER OF   24,354,692
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   31,200
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   17,682,094
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,703,798
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  24,385,892
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  11.9%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

     
Schedule 13D   Page 2 of 6 Pages

 


 

     This Amendment No. 6 (this “Sixth Amendment”) to Schedule 13D is filed by Tom L. Ward (the “Reporting Person”) with respect to the Reporting Person’s beneficial ownership of shares of common stock, par value $0.001 per share (the “Common Stock”), of SandRidge Energy, Inc., a Delaware corporation (the “Issuer”). This Sixth Amendment amends the initial statement on Schedule 13D filed by the Reporting Person on November 19, 2007, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Person on March 14, 2008, Amendment No. 2 to Schedule 13D filed by the Reporting Person on June 17, 2008, Amendment No. 3 to Schedule 13D filed by the Reporting Person on August 7, 2008, Amendment No. 4 to Schedule 13D filed by the Reporting Person on January 7, 2009, and Amendment No. 5 to Schedule 13D filed by the Reporting Person on May 7, 2009 (collectively, the “Prior 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Prior 13D. Except as indicated herein, the information set forth in the Prior 13D remains unchanged.
Item 1. Security and Issuer
     The information set forth in the Prior 13D with respect to this Item has not changed as of the date of this Sixth Amendment.
Item 2. Identity and Background
     The information set forth in the Prior 13D with respect to this Item has not changed as of the date of this Sixth Amendment.
Item 3. Source and Amount of Funds or Other Consideration
     The information set forth in the Prior 13D with respect to this Item has not changed as of the date of this Sixth Amendment.
Item 4. Purpose of Transaction
     The information set forth in the Prior 13D with respect to this Item has not changed as of the date of this Sixth Amendment.
Item 5. Interest in Securities of the Issuer
     The information contained in paragraphs (a) and (b) of Item 5 is hereby amended and restated as follows:
     (a) As of the date of this Sixth Amendment, the Reporting Person is the beneficial owner of 24,385,892 shares of Common Stock, which consists of: (i) 23,357,341 shares of Common Stock owned directly by the Reporting Person in brokerage and security accounts; (ii) 258,594 shares of unvested restricted Common Stock that are scheduled to vest within 60 days of the date of this Sixth Amendment; (iii) 79,000 shares of Common Stock held in an IRA for the benefit of the Reporting Person; (iv) 636,754 shares of Common Stock held through TLW Properties, for which the Reporting Person exercises sole voting and dispositive power; (v) 20,000 shares of Common Stock held by a minor child of the Reporting Person; (vi) 3,003 shares of Common Stock held in a 401(k) plan account for the benefit of the Reporting Person;
     
Schedule 13D   Page 3 of 6 Pages

 


 

and (vii) 31,200 shares of Common Stock through Solon L. Bloomer Family Partners Limited Partnership II (“Bloomer Family Partners”), for which the Reporting Person exercises shared voting and dispositive power, which together constitute 11.9% of the outstanding shares of Common Stock. The beneficial ownership percentage of the Reporting Person is calculated based on 205,494,621 shares of Common Stock outstanding following the Issuer’s Common Stock offering completed on December 7, 2009, based on information included in the Issuer’s final prospectus supplement filed on December 2, 2009.
     In addition to the shares of Common Stock beneficially owned by the Reporting Person described above, the Reporting Person (i) is a beneficiary of an Executive Nonqualified Excess Plan maintained by the Issuer with a current balance of 55,873 shares of Common Stock, for which the Reporting Person has no voting power and no dispositive power exercisable within 60 days of the date of this Sixth Amendment, and (ii) owns 1,456,960 shares of unvested restricted Common Stock that will not vest within 60 days from the date of this Sixth Amendment. The restricted Common Stock owned by the Reporting Person vests in equal 25% increments annually on the anniversary date of each grant date pursuant to the following vesting schedule:
                                 
                    Shares Vesting        
    Shares of     Shares Vested and     and to be        
Restricted   Restricted     Previously     Delivered to     Remaining  
Common Stock   Common Stock     Delivered to     Reporting Person     Unvested  
Grant Date   Granted     Reporting Person     Within 60 Days     Shares  
01/10/2007
    300,000       150,000       75,000       75,000  
07/11/2007
    325,000       162,500       0       162,500  
01/11/2008
    234,375       58,594       58,594       117,187  
07/11/2008
    136,364       34,091       0       102,273  
01/09/2009
    500,000       0       125,000       375,000  
07/10/2009
    625,000       0       0       625,000  
 
                       
Total
    2,120,739       405,185       258,594       1,456,960  
     It is anticipated that the Reporting Person will receive additional contributions to his Executive Nonqualified Excess Plan account, grants of restricted stock and/or other equity grants in the future so long as he remains employed by the Issuer.
     (b) The Reporting Person has (i) sole voting power with respect to 24,354,692 shares of Common Stock, consisting of all shares of Common Stock beneficially owned by the Reporting Person excluding 31,200 shares of Common Stock held by Bloomer Family Partners, for which the Reporting Person shares voting power with Ronnie D. Ward, the Reporting Person’s brother (“Co-General Partner”), as a co-general partner, and (ii) sole dispositive power with respect to 17,682,094 shares of Common Stock, consisting of all shares of Common Stock beneficially owned by the Reporting Person excluding (A) 31,200 shares of Common Stock held by Bloomer Family Partners, for which the Reporting Person shares dispositive power with the Co-General Partner, and (B) 6,672,598 shares of Common Stock that may be acquired by the Kaiser-Francis Charitable Income Trust-C (“CIT”) upon the exercise of a warrant granted to CIT
     
Schedule 13D   Page 4 of 6 Pages

 


 

by the Reporting Person, as more fully described under Item 6 of the Prior 13D. Information relevant to each of the Co-General Partner and CIT is set forth below.
Co-General Partner
     Ronnie D. Ward’s business address is Chesapeake Energy Corporation, 6100 North Western Avenue, Oklahoma City, Oklahoma 73118. He is the Vice-President — Land, Northern Division of Chesapeake Energy Corporation. To the knowledge of the Reporting Person, Mr. Ward has not been convicted in a criminal proceeding during the last five years (excluding traffic violations or similar misdemeanors), nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years. He is a citizen of the United States of America.
CIT
     Kaiser-Francis Charitable Income Trust-C is a charitable income trust established by George B. Kaiser under Oklahoma law. The principal beneficiaries of CIT are The Tulsa Community Foundation and The George Kaiser Family Foundation. Its principal office and place of business is located at 124 E. 4th Street, Tulsa, Oklahoma 74103. To the knowledge of the Reporting Person, CIT has not been convicted in a criminal proceeding during the last five years (excluding traffic violations or similar misdemeanors), nor has it been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years.
     (c) On December 1, 2009, the Reporting Person entered into an Underwriting Agreement with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets Corporation, as representatives of the underwriters named therein, and the Issuer, pursuant to which the Reporting Person caused TLW Properties to sell and deliver 2,000,000 shares of Common Stock to such underwriters at a price of $8.496 per share in an offering registered under the Securities Act. This transaction closed, and these shares of Common Stock were delivered to the underwriters, on December 7, 2009.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
     The information set forth in the Prior 13D with respect to this Item has not changed as of the date of this Sixth Amendment.
Item 7. Material to Be Filed as Exhibits
     The following additional exhibits are filed with this Sixth Amendment and supplement the exhibits already filed as part of the Prior 13D:
99.1   Underwriting Agreement dated December 1, 2009, by and among SandRidge Energy, Inc., Tom L. Ward and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets Corporation (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by SandRidge Energy, Inc. on December 2, 2009)
     
Schedule 13D   Page 5 of 6 Pages

 


 

Signature
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
         
Date: December 7, 2009
  /s/ Tom L. Ward
 
Tom L. Ward
   
     
Schedule 13D   Page 6 of 6 Pages