13D Filing: Icahn Capital LP and Sandridge Energy Inc (SD)

SCHEDULE 13D

Item 1. Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on November 22, 2017, as previously amended (the “Schedule 13D”), by High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp. and Carl C. Icahn (collectively, the “Reporting Persons”), with respect to the shares of common stock, par value $0.001 per share (“Shares”), of Sandridge Energy, Inc. (the “Issuer”), is hereby further amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Pursuant to requests made by or on behalf of the Reporting Persons, on December 12, 2017, counsel to the Issuer confirmed in writing to the Reporting Persons that, subject to compliance by the Reporting Persons with certain laws and the Issuer’s constituent documents, none of the following actions will trigger the poison pill adopted by the Issuer’s board of directors on November 26, 2017: (i) discussing with other stockholders of the Issuer their opposition to the Bonanza Creek transaction; (ii) soliciting proxies from other stockholders of the Issuer to vote AGAINST the proposed issuance of Shares in connection with the Bonanza Creek transaction; (iii) seeking to call, contacting other stockholders of the Issuer about calling, or joining other stockholders of the Issuer in calling, a special meeting of the Issuer’s stockholders; and (iv) soliciting proxies from stockholders of the Issuer to remove members of the Issuer’s board of directors.

On December 15, 2017, the Reporting Persons filed a preliminary proxy statement with the Securities and Exchange Commission soliciting proxies from stockholders of the Issuer to vote AGAINST the proposed issuance of Shares in connection with the Bonanza Creek transaction.

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM THE SHAREHOLDERS OF SANDRIDGE ENERGY, INC. WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO SHAREHOLDERS OF SANDRIDGE ENERGY, INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A FILED BY CARL C. ICAHN AND HIS AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 2017.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 15, 2017

ICAHN PARTNERS MASTER FUND LP

ICAHN OFFSHORE LP

ICAHN PARTNERS LP

ICAHN ONSHORE LP

BECKTON CORP.

HOPPER INVESTMENTS LLC

BARBERRY CORP.

HIGH RIVER LIMITED PARTNERSHIP

By: Hopper Investments LLC, general partner

By: Barberry Corp.

Name: Edward E. Mattner

Title: Authorized Signatory

ICAHN CAPITAL LP

By: IPH GP LLC, its general partner

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

IPH GP LLC

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES G.P. INC.

Name: SungHwan Cho

Title: Chief Financial Officer

CARL C. ICAHN

[Signature Page of Amendment No. 3 to Schedule 13D – Sandridge Energy, Inc.]