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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. 5)
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)
April 23, 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. o
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1 |
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NAMES OF REPORTING PERSONS
Tom L. Ward |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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PF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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25,980,757 |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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31,200 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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19,308,159 |
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WITH |
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SHARED DISPOSITIVE POWER |
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6,703,798 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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26,011,957 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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15.5% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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Schedule 13D
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Page 2 of 5 Pages |
This Amendment No. 5 (this Fifth Amendment) to Schedule 13D is filed by Tom L. Ward (the
Reporting Person) with respect to the Reporting Persons 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 Fifth 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, and Amendment No. 4 to Schedule 13D filed by the Reporting Person on January 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth Amendment, the Reporting Person is the beneficial owner of
26,011,957 shares of Common Stock, which consists of: (i) 23,242,000 shares of Common Stock owned
directly by the Reporting Person in brokerage and security accounts; (ii) 79,000 shares of Common
Stock held in an IRA for the benefit of the Reporting Person; (iii) 2,636,754 shares of Common
Stock held through TLW Properties, for which the Reporting Person exercises sole voting and
dispositive power; (iv) 20,000 shares of Common Stock held by a minor child of the Reporting
Person; (v) 3,003 shares of Common Stock held in a 401(k) plan account for the benefit of the
Reporting Person; and (vi) 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
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Schedule 13D
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Page 3 of 5 Pages |
constitute 15.5% of the outstanding shares of Common Stock. The beneficial ownership
percentage of the Reporting Person is calculated based on 167,625,519 shares of Common Stock
outstanding as of February 20, 2009, based on information included in the Issuers amended Annual
Report of Form 10-K/A filed on April 23, 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 39,620 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 Fifth Amendment, and (ii) owns 1,205,895 shares of unvested restricted Common Stock
that will not vest within 60 days from the date of this Fifth 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:
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Shares Vesting |
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Shares of |
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Shares Vested and |
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and to be |
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Restricted |
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Restricted |
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Previously |
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Delivered to |
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Remaining |
Common Stock |
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Common Stock |
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Delivered to |
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Reporting Person |
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Unvested |
Grant Date |
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Granted |
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Reporting Person |
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Within 60 Days |
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Shares |
01/10/2007 |
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300,000 |
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150,000 |
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0 |
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150,000 |
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07/11/2007 |
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325,000 |
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81,250 |
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0 |
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243,750 |
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01/11/2008 |
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234,375 |
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58,594 |
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0 |
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175,781 |
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07/11/2008 |
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136,364 |
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0 |
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0 |
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136,364 |
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01/09/2009 |
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500,000 |
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0 |
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0 |
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500,000 |
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Total |
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1,495,739 |
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289,844 |
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0 |
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1,205,895 |
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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 25,980,757 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 Persons brother (Co-General
Partner), as a co-general partner, and (ii) sole dispositive power with respect to 19,308,159
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 by the Reporting Person, as more fully described
below in paragraph (c) and under Item 6. Information relevant to each of the Co-General Partner
and CIT is set forth below.
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Schedule 13D
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Page 4 of 5 Pages |
Co-General Partner
Ronnie D. Wards 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. 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. 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 April 23, 2009, the Reporting Person entered into an Underwriting Agreement with Morgan
Stanley & Co. Incorporated, as representative of the underwriters named therein, and the Issuer
pursuant to which the Reporting Person caused TLW Properties to sell and deliver 3,000,000 shares
of Common Stock to such underwriters at a price of $7.46 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 April 29, 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 Fifth Amendment.
Item 7. Material to Be Filed as Exhibits
The following additional exhibits are filed with this Fifth Amendment and supplement the
exhibits already filed as part of the Prior 13D:
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99.1 |
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Underwriting Agreement dated April 23, 2009, by and among SandRidge Energy, Inc., Tom L. Ward
and Morgan Stanley & Co. Incorporated (incorporated by reference to Exhibit 1.1 to the Form
8-K filed by SandRidge Energy, Inc. on April 28, 2009) |
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.
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Date: May 7, 2009 |
/s/ Tom L. Ward
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Tom L. Ward |
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Schedule 13D
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Page 5 of 5 Pages |