UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Sanchez Energy Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
79970Y105
(CUSIP Number)
March 5, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b)
☒ Rule13d-1(c)
☐ Rule13d-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 disclosures provided in a prior cover page. |
The information required on 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).
13G
| CUSIP No. 79970Y105 | Page 2 of 55 Pages |
| 1. | Name of Reporting Persons:
Gavilan Resources Holdings – A, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 3 of 55 Pages | |
| 1. | Name of Reporting Persons:
Gavilan Resources Holdings – B, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 4 of 55 Pages | |
| 1. | Name of Reporting Persons:
Gavilan Resources Holdings – C, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 5 of 55 Pages | |
| 1. | Name of Reporting Persons:
Blackstone Management Associates VII L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 6 of 55 Pages | |
| 1. | Name of Reporting Persons:
BMA VII L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 7 of 55 Pages | |
| 1. | Name of Reporting Persons:
Blackstone Energy Management Associates II L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 8 of 55 Pages | |
| 1. | Name of Reporting Persons:
Blackstone EMA II L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 9 of 55 Pages | |
| 1. | Name of Reporting Persons:
Blackstone Holdings III L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Quebec, Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 10 of 55 Pages | |
| 1. | Name of Reporting Persons:
Blackstone Holdings III GP L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 11 of 55 Pages | |
| 1. | Name of Reporting Persons:
Blackstone Holdings III GP Management L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 12 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Capital Opportunities Fund III LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
1,006,060 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
1,006,060 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,006,060 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
1.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 13 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Capital Opportunities Associates III LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
1,006,060 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
1,006,060 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,006,060 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
1.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 14 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Energy Select Opportunities Fund LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
976,156 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
976,156 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
976,156 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
1.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 15 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Energy Select Opportunities Associates LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
976,156 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
976,156 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
976,156 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
1.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 16 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Energy Partners-A LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
189,574 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
189,574 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
189,574 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 17 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Energy Partners-A Associates LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
189,574 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
189,574 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
189,574 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 18 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Energy Partners-B LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
72,340 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
72,340 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
72,340 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 19 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Energy Partners-B Associates LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
72,340 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
72,340 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
72,340 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 20 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Energy Partners-C LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
75,548 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
75,548 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
75,548 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 21 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Energy Partners-C Associates LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
75,548 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
75,548 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
75,548 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 22 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Energy Partners-C II LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
71,734 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
71,734 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
71,734 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 23 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Energy Partners-C Associates II LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
71,734 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
71,734 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
71,734 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 24 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Energy Partners-D LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
144,686 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
144,686 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
144,686 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 25 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Energy Partners-D Associates LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
144,686 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
144,686 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
144,686 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 26 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Credit Alpha Trading (Cayman) LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands, British West Indies | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
84,962 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
84,962 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
84,962 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 27 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Credit Alpha Associates LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
84,962 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
84,962 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
84,962 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 28 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Harrington Credit Alpha Fund (Cayman) L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands, British West Indies | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
12,771 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
12,771 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
12,771 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
Less than 0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 29 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Harrington Credit Alpha Associates L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
12,771 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
12,771 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
12,771 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
Less than 0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 30 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Capital Solutions Fund II LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
1,261,169 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
1,261,169 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,261,169 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
1.3% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 31 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Capital Solutions Associates II LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands, British West Indies | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
1,261,169 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
1,261,169 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,261,169 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
1.3% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 32 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Capital Solutions Associates II (Delaware) LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
0 | |||||
| 7. | Sole Dispositive Power:
1,261,169 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,261,169 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
1.3% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 33 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Capital Solutions Associates II (Cayman) Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Cayman Islands, British West Indies | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
1,261,169 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,261,169 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
1.3% | |||||
| 12. | Type of Reporting Person (See Instructions):
CO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 34 of 55 Pages | |
| 1. | Name of Reporting Persons:
GSO Holdings I L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
3,895,000 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
3,895,000 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,895,000 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
4.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 35 of 55 Pages | |
| 1. | Name of Reporting Persons:
Blackstone Holdings II L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
3,895,000 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
3,895,000 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,895,000 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
4.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 36 of 55 Pages | |
| 1. | Name of Reporting Persons:
Blackstone Holdings I/II GP Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
3,895,000 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
3,895,000 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,895,000 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
4.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
CO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 37 of 55 Pages | |
| 1. | Name of Reporting Persons:
The Blackstone Group L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
3,895,000 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
3,895,000 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,895,000 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
4.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 38 of 55 Pages | |
| 1. | Name of Reporting Persons:
Blackstone Group Management L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
3,895,000 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
3,895,000 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,895,000 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
4.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 39 of 55 Pages | |
| 1. | Name of Reporting Persons:
Stephen A. Schwarzman | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
3,895,000 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
3,895,000 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,895,000 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
4.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
IN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 40 of 55 Pages | |
| 1. | Name of Reporting Persons:
Bennett J. Goodman | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
3,895,000 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
3,895,000 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,895,000 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
4.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
IN | |||||
13G
| ||
CUSIP No. 79970Y105 | Page 41 of 55 Pages | |
| 1. | Name of Reporting Persons:
J. Albert Smith III | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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:
0 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0% | |||||
| 12. | Type of Reporting Person (See Instructions):
IN | |||||
Explanatory Note
This Amendment No. 2 to Schedule 13G (this “Amendment No. 2”) amends and supplements the Schedule 13G originally filed by the Reporting Persons (as defined below) on March 13, 2017, as amended by Amendment No. 1 filed on June 9, 2017, relating to the Common Stock (as defined below) of the Issuer (as defined below).
Item 1. (a). Name of Issuer
Sanchez Energy Corporation (the “Issuer”)
(b). Address of Issuer’s Principal Executive Offices:
1000 Main Street, Suite 3000
Houston, Texas 77002
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
This statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):
| (i) | Gavilan Resources Holdings – A, LLC | |
| c/o The Blackstone Group L.P. | ||
| 345 Park Avenue | ||
| New York, NY 10154 | ||
| Citizenship: State of Delaware | ||
| (ii) | Gavilan Resources Holdings – B, LLC | |
| c/o The Blackstone Group L.P. | ||
| 345 Park Avenue | ||
| New York, NY 10154 | ||
| Citizenship: State of Delaware | ||
| (iii) | Gavilan Resources Holdings – C, LLC | |
| c/o The Blackstone Group L.P. | ||
| 345 Park Avenue | ||
| New York, NY 10154 | ||
| Citizenship: State of Delaware | ||
| (iv) | Blackstone Management Associates VII L.L.C. | |
| c/o The Blackstone Group L.P. | ||
| 345 Park Avenue | ||
| New York, NY 10154 | ||
| Citizenship: State of Delaware | ||
| (v) | BMA VII L.L.C. | |
| c/o The Blackstone Group L.P. | ||
| 345 Park Avenue | ||
| New York, NY 10154 | ||
| Citizenship: State of Delaware | ||
| (vi) | Blackstone Energy Management Associates II L.L.C. | |
| c/o The Blackstone Group L.P. | ||
| 345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (vii) | Blackstone EMA II L.L.C. | |
c/o The Blackstone Group L.P. | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (viii) | Blackstone Holdings III L.P. | |
c/o The Blackstone Group L.P. | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: Quebec, Canada | ||
| (ix) | Blackstone Holdings III GP L.P. | |
c/o The Blackstone Group L.P. | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (x) | Blackstone Holdings III GP Management L.L.C. | |
c/o The Blackstone Group L.P. | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: Delaware | ||
| (xi) | GSO Capital Opportunities Fund III LP | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xii) | GSO Energy Select Opportunities Fund LP | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xiii) | GSO EnergyPartners-A LP | |
GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xiv) | GSO EnergyPartners-B LP | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xv) | GSO EnergyPartners-C LP | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xvi) | GSO EnergyPartners-C II LP | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xvii) | GSO EnergyPartners-D LP | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xviii) | GSO Credit Alpha Trading (Cayman) LP | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: Cayman Islands, British West Indies | ||
| (xix) | GSO Harrington Credit Alpha Fund (Cayman) L.P. | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: Cayman Islands, British West Indies | ||
| (xx) | GSO Capital Solutions Fund II LP | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxi) | Blackstone Holdings II L.P. | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxii) | Blackstone Holdings I/II GP Inc. | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxiii) | GSO Capital Opportunities Associates III LLC | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxiv) | GSO Energy Select Opportunities Associates LLC | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxv) | GSO EnergyPartners-A Associates LLC | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxvi) | GSO EnergyPartners-B Associates LLC | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxvii) | GSO EnergyPartners-C Associates LLC | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxviii) | GSO EnergyPartners-C Associates II LLC | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxix) | GSO EnergyPartners-D Associates LLC | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxx) | GSO Credit Alpha Associates LLC | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxxi) | GSO Harrington Credit Alpha Associates L.L.C | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxxii) | GSO Capital Solutions Associates II LP | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: Cayman Islands, British West Indies | ||
| (xxxiii) | GSO Capital Solutions Associates II (Delaware) LLC | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxxiv) | GSO Capital Solutions Associates II (Cayman) Ltd. | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: Cayman Islands, British West Indies | ||
| (xxxv) | GSO Holdings I L.L.C. | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxxvi) | The Blackstone Group L.P. | |
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxxvii) | Blackstone Group Management L.L.C. | |
c/o The Blackstone Group L.P. | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: State of Delaware | ||
| (xxxviii) | Stephen A. Schwarzman | |
c/o The Blackstone Group L.P. | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: United States | ||
| (xxxix) | Bennett J. Goodman | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: United States | ||
| (xl) | J. Albert Smith III | |
c/o GSO Capital Partners LP | ||
345 Park Avenue | ||
New York, NY 10154 | ||
Citizenship: United States | ||
GSO Capital Opportunities Fund III LP, GSO Energy Select Opportunities Fund LP, GSO EnergyPartners-A LP, GSO EnergyPartners-B LP, GSO EnergyPartners-C LP, GSO EnergyPartners-C II LP, GSO EnergyPartners-D LP, GSO Credit Alpha Trading (Cayman) LP, GSO Harrington Credit Alpha Fund (Cayman) L.P. and GSO Capital Solutions Fund II LP (collectively, the “GSO Funds”) are the direct holders of the securities reported herein. Gavilan Resources Holdings – A, LLC, Gavilan Resources Holdings – B, LLC and Gavilan Resources Holdings – C, LLC (collectively, the “Blackstone Funds”) previously held warrants exercisable for shares of Common Stock of the Issuer.
The managing members of Gavilan Resources Holdings – A, LLC are Blackstone Management Associates VII L.L.C. and Blackstone Energy Management Associates II L.L.C. The managing member of Gavilan Resources Holdings – B, LLC is Blackstone Energy Management Associates II L.L.C. The managing member of Gavilan Resources Holdings – C, LLC is Blackstone Management Associates VII L.L.C. BMA VII L.L.C. is the sole
member of Blackstone Management Associates VII L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VII L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C is the general partner of Blackstone Holdings III GP L.P.
GSO Capital Opportunities Associates III LLC is the general partner of GSO Capital Opportunities Fund III LP. GSO Energy Select Opportunities Associates LLC is the general partner of GSO Energy Select Opportunities Fund LP. GSO EnergyPartners-A Associates LLC is the general partner of GSO EnergyPartners-A LP. GSO EnergyPartners-B Associates LLC is the general partner of GSO EnergyPartners-B LP. GSO EnergyPartners-C Associates LLC is the general partner of GSO EnergyPartners-C LP. GSO EnergyPartners-C Associates II LLC is the general partner of GSO EnergyPartners-C II LP. GSO EnergyPartners-D Associates LLC is the general partner of GSO EnergyPartners-D LP. GSO Credit Alpha Associates LLC is the general partner of GSO Credit Alpha Trading (Cayman) LP. GSO Harrington Credit Alpha Associates L.L.C. is the general partner of GSO Harrington Credit Alpha Fund (Cayman) L.P. GSO Capital Solutions Associates II LP is the general partner of GSO Capital Solutions Fund II LP. The general partners of GSO Capital Solutions Associates II LP are GSO Capital Solutions Associates II (Delaware) LLC and GSO Capital Solutions Associates II (Cayman) Ltd. GSO Holdings I L.L.C. is the managing member of each of GSO Capital Opportunities Associates III LLC, GSO Energy Select Opportunities Associates LLC, GSO EnergyPartners-A Associates LLC, GSO EnergyPartners-B Associates LLC, GSO EnergyPartners-C
Associates LLC, GSO EnergyPartners-C Associates II LLC, GSO EnergyPartners-D Associates LLC, GSO Credit Alpha Associates LLC, GSO Harrington Credit Alpha Associates L.L.C. and GSO Capital Solutions Associates II (Delaware) LLC, and a shareholder of GSO Capital Solutions Associates II (Cayman) Ltd. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by the GSO Funds. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings II L.P.
The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. and the sole member of Blackstone Holdings III GP Management L.L.C. 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, Bennett J. Goodman may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds. Mr. J. Albert Smith III stepped down as an executive of GSO Holdings I L.L.C. effective June 30, 2018.
Each such Reporting Person may be deemed to beneficially own the Common Stock (as defined below) beneficially owned by the entities directly or indirectly controlled by it or him, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the GSO Funds to the extent they directly hold Issuer securities reported herein) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01 per share (the “Common Stock”).
| Item 2(e). | CUSIP Number: |
79970Y105
| Item 3. | If this statement is filed pursuant to Rule13d-1(b), or13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
(a) Amount beneficially owned:
Calculations of the percentage of shares of Common Stock beneficially owned assumes that there are a total of 95,866,121 shares of Common Stock outstanding as of February 26, 2019, as reported in the Issuer’s Annual Report on Form10-K for the fiscal year ended December 31, 2018, filed with the Securities and Exchange Commission on March 1, 2019.
GSO Capital Opportunities Fund III LP directly holds 531,847 shares of Common Stock and warrants, with an exercise price of $10.00 per share (the “Warrants”), exercisable for an additional 474,213 shares of Common Stock; GSO Energy Select Opportunities Fund LP directly holds 480,874 shares of Common Stock and Warrants exercisable for an additional 495,282 shares of Common Stock; GSO EnergyPartners-A LP directly holds 93,389 shares of Common Stock and Warrants exercisable for an additional 96,185 shares of Common Stock; GSO EnergyPartners-B LP directly holds 35,635 shares of Common Stock and Warrants exercisable for an additional 36,705 shares of Common Stock; GSO EnergyPartners-C LP directly holds 37,214 shares of Common Stock and Warrants exercisable for an additional 38,334 shares of Common Stock; GSO EnergyPartners-C II LP directly holds 35,340 shares of Common Stock and Warrants exercisable for an additional 36,394 shares of Common Stock; GSO EnergyPartners-D LP directly holds 71,276 shares of Common Stock and Warrants exercisable for an additional 73,410 shares of Common Stock; GSO Credit Alpha Trading (Cayman) LP directly holds 41,855 shares of Common Stock and Warrants exercisable for an additional 43,107 shares of Common Stock; GSO Harrington Credit Alpha Fund (Cayman) L.P. directly holds 6,291 shares of Common Stock and Warrants exercisable for an additional 6,480 shares of Common Stock; and GSO Capital Solutions Fund II LP directly holds 621,279 shares of Common Stock and Warrants exercisable for an additional 639,890 shares of Common Stock.
Gavilan Resources Holdings – A, LLC, Gavilan Resources Holdings – B, LLC and Gavilan Resources Holdings – C no longer directly hold Warrants of the Issuer.
(b) Percent of class:
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person’s cover page.
(c) Number of Shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the vote:
See each cover page hereof.
(ii) Shared power to vote or to direct the vote:
See each cover page hereof.
(iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
(iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
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. | Certification. |
Each of the Reporting Persons hereby makes the following certification:
By signing below the undersigned certifies that, to the best of its 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, other than activities solely in connection with a nomination under §240.14a–11.
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.
Dated: March 7, 2019
| Gavilan Resources Holdings – A, LLC | ||
| By: | Blackstone Management Associates VII L.L.C., its managing member | |
| By: | BMA VII L.L.C., its sole member | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Gavilan Resources Holdings – B, LLC | ||
| By: | Blackstone Energy Management Associates II | |
| L.L.C., its managing member | ||
| By: | Blackstone EMA II L.L.C., its sole member | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Gavilan Resources Holdings – C, LLC | ||
| By: | Blackstone Management Associates VII L.L.C., | |
| its managing member | ||
| By: | BMA VII L.L.C., its sole member | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Energy Management Associates II L.L.C. | ||
| By: | Blackstone EMA II L.L.C., its sole member | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
[Sanchez Energy Corporation - Schedule 13G/A]
| Blackstone Management Associates VII L.L.C. | ||
| By: | BMA VII L.L.C., its sole member | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone EMA II L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BMA VII L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Holdings III L.P. | ||
| By: | Blackstone Holdings III GP L.P., its general partner | |
| By: | Blackstone Holdings III GP Management L.L.C., | |
| its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Holdings III GP L.P. | ||
| By: | Blackstone Holdings III GP Management L.L.C., | |
| its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Holdings III GP Management L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
[Sanchez Energy Corporation - Schedule 13G/A]
| GSO Capital Opportunities Fund III LP | ||
| By: | GSO Capital Opportunities Associates III LLC, | |
| its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Energy Select Opportunities Fund LP | ||
| By: | GSO Energy Select Opportunities Associates LLC, | |
| its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO EnergyPartners-A LP | ||
| By: | GSO EnergyPartners-A Associates LLC, | |
| its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO EnergyPartners-B LP | ||
| By: | GSO EnergyPartners-B Associates LLC, | |
| its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO EnergyPartners-C LP | ||
| By: | GSO EnergyPartners-C Associates LLC, | |
| its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
[Sanchez Energy Corporation - Schedule 13G/A]
GSO EnergyPartners-C II LP | ||
By: | GSO EnergyPartners-C Associates II LLC, | |
its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO EnergyPartners-D LP | ||
| By: | GSO EnergyPartners-D Associates LLC, | |
| its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Credit Alpha Trading (Cayman) LP | ||
| By: | GSO Credit Alpha Associates LLC, | |
| its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Harrington Credit Alpha Fund (Cayman) L.P. | ||
| By: | GSO Harrington Credit Alpha Associates L.L.C., | |
| its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Capital Solutions Fund II LP | ||
| By: | GSO Capital Solutions Associates II LP, its general partner | |
| By: | GSO Capital Solutions Associates II (Delaware) | |
| LLC, its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Capital Opportunities Associates III LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
[Sanchez Energy Corporation - Schedule 13G/A]
| GSO Energy Select Opportunities Associates LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO EnergyPartners-A Associates LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO EnergyPartners-B Associates LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO EnergyPartners-C Associates LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO EnergyPartners-C Associates II LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO EnergyPartners-D Associates LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Credit Alpha Associates LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Harrington Credit Alpha Associates L.L.C. | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
[Sanchez Energy Corporation - Schedule 13G/A]
| GSO Capital Solutions Associates II LP | ||
| By: | GSO Capital Solutions Associates II (Delaware) LLC, its general partner | |
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Capital Solutions Associates II (Delaware) LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Capital Solutions Associates II (Cayman) Ltd. | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Holdings I L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Holdings II L.P. | ||
| By: | Blackstone Holdings I/II GP Inc., its general partner | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Holdings I/II GP Inc. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| The Blackstone Group L.P. | ||
| By: | Blackstone Group Management L.L.C. | |
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
[Sanchez Energy Corporation - Schedule 13G/A]
| Blackstone Group Management L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Stephen A. Schwarzman | ||
/s/ Stephen A. Schwarzman | ||
| Stephen A. Schwarzman | ||
| Bennett J. Goodman | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Attorney-in-Fact | |
| J. Albert Smith III | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Attorney-in-Fact | |
[Sanchez Energy Corporation - Schedule 13G/A]
EXHIBIT LIST
| Exhibit 1 | Joint Filing Agreement, dated as of March 13, 2017, among the Reporting Persons (Previously Filed) | |
| Exhibit 2 | Power of Attorney, dated June 8, 2010, granted by Bennett J. Goodman in favor of Marisa Beeney. (Previously Filed) | |
| Exhibit 3 | Power of Attorney, dated June 8, 2010, granted by J. Albert Smith in favor of Marisa Beeney. (Previously Filed) | |
