Advisor Holdings L.L.C. GSO Form 3 SANDRIDGE ENERGY / Advisor Holdings L.L.C. GSO ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Blackstone Holdings I L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

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

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

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

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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

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

1. Name and Address of Reporting Person^*

Blackstone Holdings I L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GSO Advisor Holdings L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings I/II GP Inc

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Group L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Group Management L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCHWARZMAN STEPHEN A

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Explanation of Responses:

1. Blackstone / GSO Strategic Credit Fund directly holds these securities.

2. Blackstone / GSO Long-short Credit Income Fund directly holds these securities (together with Blackstone / GSO Strategic Credit Fund, the "GSO Funds").

3. GSO / Blackstone Debt Funds Management LLC is the investment adviser of each of the GSO Funds. GSO Capital Partners LP is the managing member of GSO / Blackstone Debt Funds Management LLC. GSO Advisor Holdings L.L.C. is a special limited partner of GSO Capital Partners LP with investment and voting power over the securities beneficially owned by GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C.

4. FS Energy and Power Fund ("FSEP") directly holds these securities.

5. FS Investment Corporation ("FSIC") directly holds these securities.

6. FS Investment Corporation II ("FSIC II") directly holds these securities.

7. Burholme Funding LLC directly holds these securities. Burholme Funding LLC is a wholly owned subsidiary of FS Investment Corporation III ("FSIC III", and together with FSEP, FSIC, FSIC II and Burholme Funding LLC, the "FS Funds").

8. FS Investment Advisor, LLC, FB Income Advisor, LLC, FSIC II Advisor, LLC and FSIC III Advisor, LLC are the investment advisers of FSEP, FSIC, FSIC II and FSIC III, respectively, and in that respect hold discretionary investment authority for them. Burholme Funding LLC is a wholly owned subsidiary of FSIC III. In addition, each of Michael C. Forman, Gerald F. Stahlecker, Zachary Klehr and Sean Coleman may be deemed to have shared voting, investment and/or dispositive power with respect to the securities held by FSEP, FSIC, FSIC II and FSIC III.

9. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds.

10. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.

11. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

12. Each of the Reporting Persons (other than each of the GSO Funds and the FS Funds to the extent they directly hold securities of the Issuer), disclaims beneficial ownership of the securities held by each of the GSO Funds and the FS Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the GSO Funds and the FS Funds to the extent they directly hold securities of the Issuer) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

13. The 0.00% Convertible Senior Subordinated Notes due 2020 issued by the Issuer (the "Convertible Notes") are immediately convertible. The Convertible Notes have a conversion rate of 0.05330841 shares of Issuer common stock per $1.00 principal amount of Convertible Notes, subject to adjustment pursuant to the terms of the Convertible Notes. The Convertible Notes mature on October 4, 2020.

Remarks:

	GSO ADVISOR HOLDINGS L.L.C., By: Blackstone Holdings I L.P., its sole member, By: Blackstone Holdings I/II GP Inc., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	10/04/2016
	BLACKSTONE HOLDINGS I 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	10/04/2016
	BLACKSTONE HOLDINGS I/II GP INC., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	10/04/2016
	THE BLACKSTONE GROUP L.P., By: Blackstone Group Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	10/04/2016
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	10/04/2016
	/s/ Stephen A. Schwarzman	10/04/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Advisor Holdings L.L.C. GSO Form 3SANDRIDGE ENERGY / Advisor Holdings L.L.C. GSO ownership change