SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
SandRidge Energy, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
80007P307
(CUSIP Number)
April 17, 2012
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 80007P307 |
| (1) |
Name of reporting person:
Dynamic Offshore Holding, LP | |||||
| (2) | Check the appropriate box if a member of a group (see instructions)
(a) ¨
(b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
73,961,553 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
73,961,553 | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
73,961,553 | |||||
| (10) |
Check if the aggregate amount in row (9) excludes certain shares
¨ | |||||
| (11) |
Percent of class represented by amount in row (9)
15.08% | |||||
| (12) |
Type of reporting person
PN | |||||
Page 1
| CUSIP No. 80007P307 |
| (1) |
Name of reporting person:
Dynamic Offshore Holding GP, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions)
(a) ¨
(b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
73,961,553 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
73,961,553 | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
73,961,553 | |||||
| (10) |
Check if the aggregate amount in row (9) excludes certain shares
¨ | |||||
| (11) |
Percent of class represented by amount in row (9)
15.08% | |||||
| (12) |
Type of reporting person
OO | |||||
Page 2
| Item 1(a). | Name of issuer: |
| SandRidge Energy, Inc. |
| Item 1(b). | Address of issuer’s principal executive offices: |
| 123 Robert S. Kerr Avenue |
| Oklahoma City, Oklahoma 73102 |
| Item 2(a). | Names of persons filing: |
| This statement is filed by: |
| i. | Dynamic Offshore Holding, LP (“DOH”) with respect to the shares of common stock directly owned by it; and |
| ii. | Dynamic Offshore Holding GP, LLC (“DOH GP”) with respect to the shares of common stock directly owned by DOH. |
| The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” |
| Item 2(b). | Address or principal business office or, if none, residence: |
| The address of both DOH and DOH GP is: |
| 712 Fifth Avenue, 51st Floor |
| New York, New York 10019. |
| Item 2(c). | Citizenship: |
| DOH is a Delaware limited partnership. |
| DOH GP is a Delaware limited liability company. |
| Item 2(d). | Title of class of securities: |
| Common stock, par value $0.001 |
| Item 2(e). | CUSIP number: |
| 80007P307 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
| Not applicable. |
Page 3
| Item 4. | Ownership: |
| 1. DOH |
| a. | Amount beneficially owned: 73,961,553 |
| b. | Percent of class: 15.08% |
| c. | Number of shares as to which the person has: |
| i. | Sole power to vote or to direct the vote: 0 |
| ii. | Shared power to vote or to direct the vote: 73,961,553 |
| iii. | Sole power to dispose or to direct the disposition of: 0 |
| iv. | Shared power to dispose or to direct the disposition of: 73,961,553 |
| 2. DOH GP |
| a. | Amount beneficially owned: 73,961,553 |
| b. | Percent of class: 15.08% |
| c. | Number of units as to which the person has: |
| i. | Sole power to vote or to direct the vote: 0 |
| ii. | Shared power to vote or to direct the vote: 73,961,553 |
| iii. | Sole power to dispose or to direct the disposition of: 0 |
| iv. | Shared power to dispose or to direct the disposition of: 73,961,553 |
DOH is the sole record and beneficial owner of 73,961,553 shares of common stock. DOH has shared voting and dispositive powers with respect to the 73,961,553 shares of common stock.
DOH GP does not directly own any shares of common stock. By virtue of being the general partner of DOH, DOH GP may be deemed to possess shared voting and dispositive powers with respect to the 73,961,553 shares of common stock held by DOH. DOH GP expressly disclaims any beneficial ownership over the 73,961,553 shares of common stock held by DOH.
DOH GP is managed by a managing board. Pierre F. Lapeyre, Jr., David M. Leuschen, N. John Lancaster, Elizabeth K. Weymouth, Michael B. Moreno, G. M. McCarroll, Howard M. Tate and David D. Dunlap as members of the managing board of DOH GP may be deemed to possess shared voting and dispositive powers with respect to the 73,961,553 shares of common stock held by DOH. Such individuals expressly disclaim any beneficial ownership over such shares.
| Item 5. | Ownership of five percent or less of a class: |
| Not applicable. |
| Item 6. | Ownership of more than five percent on behalf of another person: |
| Not applicable. |
Page 4
| Item 7. | Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person: |
| Not applicable. |
| Item 8. | Identification and classification of members of the group: |
| Not applicable. |
| Item 9. | Notice of dissolution of group: |
| Not applicable. |
| Item 10. | Certifications: |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
Page 5
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: April 19, 2012
DYNAMIC OFFSHORE HOLDING, LP
By: Dynamic Offshore Holding GP, LLC, its general partner
/s/ Tom Walker
Name: Tom Walker
Title: Authorized Person
DYNAMIC OFFSHORE HOLDING GP, LLC
/s/ Tom Walker
Name: Tom Walker
Title: Authorized Person