James C Flores Form 4 Sable Offshore / JAMES C FLORES ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FLORES JAMES C

(Last) (First) (Middle)

C/O SABLE OFFSHORE CORP.

700 MILAM STREET, SUITE 3300

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sable Offshore Corp. [ SOC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2023

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	08/22/2023		C		4,263,750	A	(2)	4,263,750	D(3)
Common Stock(1)	02/12/2024		P		9,000	A	$11.15(4)	16,500	I	By family limited partnerships
Common Stock(1)	02/13/2024		P		8,500	A	$11.73(5)	25,000	I	By family limited partnerships
Common Stock	02/14/2024		A		3,000,000	A	(6)	7,263,750	D
Common Stock	02/14/2024		P		700,000	A	$10	7,963,750	D
Common Stock	02/14/2024		P		2,500,000	A	$10	2,525,000	I	By family limited partnerships

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)	08/22/2023		C			4,263,750	(2)	(2)	Common Stock	4,263,750	$0	0	D(3)
Warrants	$11.5	02/14/2024		A		2,606,370		03/15/2024	02/14/2029	Common Stock	2,606,370	(6)	6,481,370	D

Explanation of Responses:

1. In connection with the closing of the Issuer's business combination, each share of Class A Common Stock of Flame Acquisition Corp. was reclassified as Common Stock of the Issuer.

2. On August 22, 2023, all outstanding Class B Common Stock automatically converted into Class A Common Stock at on a one-for-one basis.

3. Reflects shares previously held directly by Flame Acquisition Sponsor LLC, of which the Reporting Person is the sole member.

4. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $11.10 to $11.27. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $11.55 to $11.84. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

6. Represents shares of Common Stock and Warrants received in connection with the closing of the Issuer's business combination pursuant to the terms of the Agreement and Plan of Merger, dated as of November 2, 2022 (as amended on December 22, 2022 and June 30, 2023), by and among Flame Acquisition Corp., Sable Offshore Corp. and Sable Offshore Holdings LLC.

	/s/ Gregory D. Patrinely, Attorney-in-Fact	02/16/2024
	** 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 4 (b)(v).
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