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Filing Details

Accession Number:: 0001104659-18-011485
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-02-22 20:33:30
Reporting Period:: 2018-02-20

Accepted Time:: 2018-02-22 20:33:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1528837	Sanchez Energy Corp	SN	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1060529	Jr R Antonio Sanchez	1000 Main Street, Suite 3000 Houston TX 77002	Executive Chairman Of The Bod	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2018-02-21	72,307	$3.38	1,969,498	No	4	S	Direct
Common Stock	Acquisiton	2018-02-20	179,153	$0.00	2,148,651	No	4	M	Direct
Common Stock	Disposition	2018-02-20	179,153	$3.47	1,969,498	No	4	D	Direct
Common Stock	Disposition	2018-02-16	192,354	$0.00	1,777,144	No	5	G	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	M	Direct
No	4	D	Direct
No	5	G	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Phantom Stock	Disposition	2018-02-20	179,153	$0.00	179,153	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2018-02-18	2018-02-18	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	799,472	Indirect	By Sanchez Oil & Gas Corporation
Common Stock	175,036	Indirect	By 1988 Trust No. 13
Common Stock	26,213	Indirect	By Alicia M. Sanchez Charitable Lead Annuity Trust
Common Stock	707,333	Indirect	By Sanexco, Ltd.
Common Stock	371,836	Indirect	By 1988 Trust No. 11
Common Stock	371,836	Indirect	By 1988 Trust No. 12
Common Stock	371,836	Indirect	By 1988 Trust No. 14
Common Stock	707,333	Indirect	By San Juan Oil & Gas No. 2, Ltd.
Common Stock	474,800	Indirect	By AEP Ltd. Partnership

Footnotes

The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the Reporting Person and was used to satisfy the Reporting Person's federal income tax obligations with respect to the vesting of equity awards.
Each share of phantom stock is the economic equivalent of one share of the common stock, par value $0.01 per share ("Common Stock"). The Reporting Person settled his shares of phantom stock for cash.
Upon termination of Sanchez 2016 GRAT No. 1 and Sanchez 2016 Grat No. 2 (collectively, the "GRATS") on February 16, 2018, 192,354 shares of Common Stock will be distributed to Reporting Person's children. The remaining 160,086 shares will be distributed to Reporting Person and are reported in this Form 4 as directly owned. An additional 47,049 shares of Common Stock were previously distributed from the GRATS to Reporting Person.
These shares are owned directly by Sanchez Oil & Gas Corporation ("SOG"). SOG is managed by Reporting Person and other members of the Sanchez family. Reporting Person may be deemed to share voting and dispositive power over the shares held by SOG. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose.
These shares are owned directly by the following trusts (the "Trusts"), respectively: (i) 1988 Trust No. 11: co-trustee/beneficiary Antonio R. Sanchez, III; (ii) 1988 Trust No. 12: co-trustee/beneficiary Ana Lee Sanchez Jacobs; (iii) 1988 Trust No. 13 co-trustee/beneficiary Eduardo Sanchez; and (iv) 1988 Trust No. 14 co-trustee/beneficiary Patricio Sanchez. Reporting Person is a co-trustee, along with the respective co-trustees and beneficiaries listed next to the name of the Trust above, of each of the Trusts set forth above. Reporting Person may be deemed to share voting and dispositive power over the shares held by the Trusts. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose.
These shares are owned directly by the Alicia M. Sanchez Charitable Lead Annuity Trust ("CLAT"). Reporting Person is the sole trustee of CLAT. Reporting Person disclaims beneficial ownership of the reported securities except to the extent of the pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose.
These shares are owned directly by Sanexco, Ltd. ("Sanexco"). Sanexco is controlled by its general partner, Sanchez Management Corporation ("SMC"), which is managed by Reporting Person. Reporting Person may be deemed to share voting and dispositive power over the shares held by Sanexco. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose.
These shares are owned directly by San Juan Oil & Gas No. 2, Ltd. ("San Juan"). San Juan is controlled by its general partner, SMC, which is managed by Reporting Person. Reporting Person may be deemed to share voting and dispositive power over the shares held by San Juan. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose.
These shares are owned directly by AEP Ltd. Partnership ("AEP"). AEP is controlled by its general partner, Reporting Person. Reporting Person may be deemed to share voting and dispositive power over the shares held by AEP. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Reporting Person of the reported securities for purposes of Section 16 or any other purpose.
Phantom stock is payable only in cash, which vests in equal annual increments over a three year period.