Edgar Filing: Sanchez Energy Corp

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SANCHEZ ANTONIO R JR

2. Issuer Name and Ticker or Trading Symbol
Sanchez Energy Corp [SN]

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

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Ex. Chairman of the B.O.D.

(Last)

(First)

(Middle)

1111 BAGBY STREET, SUITE 1800

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2012

(Street)

HOUSTON, TX 77002

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/21/2012		J⁽¹⁾		1,312,000	D	⁽¹⁾	707,333	I	By San Juan Oil & Gas No. 2, Ltd. ⁽²⁾
Common Stock	12/21/2012		J⁽¹⁾		511,680	A	⁽¹⁾	811,680	D ⁽³⁾ ⁽¹⁵⁾
Common Stock	12/21/2012		J⁽¹⁾		13,120	A	⁽¹⁾	13,120	I	By Sanchez Management Corporation ⁽⁴⁾ ⁽¹⁵⁾
Common Stock	12/21/2012		J⁽⁵⁾		13,120	D	⁽⁵⁾	0	I	By Sanchez Management Corporation ⁽⁵⁾
Common Stock	12/21/2012		J⁽⁵⁾		13,120	A	⁽⁵⁾	824,800	D
Common Stock	12/21/2012		J⁽⁶⁾		50,000	D	⁽⁶⁾	774,800	D
Common Stock	12/21/2012		J⁽⁷⁾		474,800	D	⁽⁷⁾	300,000	D
Common Stock	12/21/2012		J⁽⁷⁾		474,800	A	⁽⁷⁾	474,800	I	By AEP Ltd. Partnership ⁽⁸⁾ ⁽¹⁵⁾
Common Stock	12/21/2012		J⁽¹⁾		196,800	A	⁽¹⁾	196,800	I	By 1988 Trust No. 11 ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹⁵⁾
Common Stock	12/21/2012		J⁽¹⁾		196,800	A	⁽¹⁾	196,800	I	By 1988 Trust No. 12 ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹⁵⁾
Common Stock	12/21/2012		J⁽¹⁾		196,800	A	⁽¹⁾	196,800	I	By 1988 Trust No. 13 ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹⁵⁾
Common Stock	12/21/2012		J⁽¹⁾		196,800	A	⁽¹⁾	196,800	I	By 1988 Trust No. 14 ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹⁵⁾
Common Stock								2,019,333	I	By Sanexco, Ltd. ⁽¹¹⁾
Common Stock								158,250	I	By Sanchez Energy Partners I, LP ⁽¹²⁾
Common Stock								113,366	I	By SEP Management I, LLC ⁽¹³⁾
Common Stock								1,232,856	I	By Sanchez Oil & Gas Corporation ⁽¹⁴⁾

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SANCHEZ ANTONIO R JR 1111 BAGBY STREET SUITE 1800 HOUSTON, TX 77002	X	X	Ex. Chairman of the B.O.D.

Signatures

/s/ Alfredo Gutierrez, Attorney-in-Fact		12/21/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	On December 21, 2012, San Juan Oil & Gas No. 2, Ltd. ("San Juan") distributed 1,312,000 of its 2,019,333 shares of the common stock, par value $0.01 per share, of Sanchez Energy Corporation to its partners (the "San Juan Distribution").
(2)	These shares are owned directly by San Juan. San Juan distributed 1,312,000 shares of the 2,019,333 shares it previously owned to its partners in the San Juan Distribution, retaining these 707,333 shares. San Juan is controlled by its general partner, Sanchez Management Corporation ("SMC"), which is managed by A. R. Sanchez, Jr. A. R. Sanchez, Jr. may be deemed to share voting and dispositive power over the shares held by San Juan. A. R. Sanchez, Jr. 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 A. R. Sanchez, Jr. of the reported securities for purposes of Section 16 or any other purpose.
(3)	A. R. Sanchez, Jr., a limited partner of San Juan, received a pro rata distribution of 511,680 shares from San Juan in the San Juan Distribution.
(4)	SMC, the general partner of San Juan, received a pro rata distribution of 13,120 shares from San Juan in the San Juan Distribution. SMC is managed by A. R. Sanchez, Jr. A. R. Sanchez, Jr. may be deemed to share voting and dispositive power over the shares held by SMC. A. R. Sanchez, Jr. 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 A. R. Sanchez, Jr. of the reported securities for purposes of Section 16 or any other purpose.
(5)	On December 21, 2012, concurrently with the San Juan Distribution, SMC distributed its 13,120 shares to its sole shareholder, A. R. Sanchez, Jr. (the "SMC Distribution"). SMC is managed by A. R. Sanchez, Jr. A. R. Sanchez, Jr. may be deemed to share voting and dispositive power over the shares held by SMC. A. R. Sanchez, Jr. 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 A. R. Sanchez, Jr. of the reported securities for purposes of Section 16 or any other purpose.
(6)	On December 21, 2012, concurrently with the San Juan Distribution and the SMC Distribution, A. R. Sanchez, Jr. transferred 50,000 of his shares to TAEP Security Trust, a life insurance trust of which A. R. Sanchez, Jr. and his wife are the settlors, Antonio R. Sanchez, III and US Trust Co. of Texas (Bank of America) are co-trustees, and each child and grandchild of the settlors are the beneficiaries.
(7)	On December 21, 2012, concurrently with the San Juan Distribution and the SMC Distribution, A. R. Sanchez, Jr. transferred the remaining 474,800 of his shares to AEP Ltd. Partnership ("AEP") (the "A. R. Sanchez, Jr. Transfer").
(8)	These shares are owned directly by AEP. AEP is controlled by its general partner, A. R. Sanchez, Jr. A. R. Sanchez, Jr. may be deemed to share voting and dispositive power over the shares held by AEP. A. R. Sanchez, Jr. 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 A. R. Sanchez, Jr. of the reported securities for purposes of Section 16 or any other purpose.
(9)	The following trusts (the "Trusts"), each a limited partner of San Juan, received pro rata distributions in the amounts of shares set forth next to the name of the trust below from San Juan in the San Juan Distribution: (i) 1988 Trust No. 11: 196,800 shares, co-trustee/beneficiary Antonio R. Sanchez, III; (ii) 1988 Trust No. 12: 196,800 shares, co-trustee/beneficiary Ana Lee Sanchez Jacobs; (iii) 1988 Trust No. 13: 196,800 shares, co-trustee/beneficiary Eduardo Sanchez; and (iv) 1988 Trust No. 14: 196,800 shares, co-trustee/beneficiary Patricio Sanchez.
(10)	A. R. Sanchez, Jr. 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. A. R. Sanchez, Jr. may be deemed to share voting and dispositive power over the shares held by the Trusts. A. R. Sanchez, Jr. 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 A. R. Sanchez, Jr. of the reported securities for purposes of Section 16 or any other purpose.
(11)	These shares are owned directly by Sanexco, Ltd. ("Sanexco"). Sanexco is controlled by its general partner, SMC, which is managed by A. R. Sanchez, Jr. A. R. Sanchez, Jr. may be deemed to share voting and dispositive power over the shares held by Sanexco. A. R. Sanchez, Jr. 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 A. R. Sanchez, Jr. of the reported securities for purposes of Section 16 or any other purpose.
(12)	These shares are owned directly by Sanchez Energy Partners I, LP ("SEP I"). SEP I is controlled by its general partner, SEP Management I, LLC ("SEP Management"), which is a wholly-owned subsidiary of Sanchez Oil & Gas Corporation ("SOG"). SOG is managed by A. R. Sanchez, Jr. and Antonio R. Sanchez, III. A. R. Sanchez, Jr. may be deemed to share voting and dispositive power over the shares held by SEP I. A. R. Sanchez, Jr. 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 A. R. Sanchez, Jr. of the reported securities for purposes of Section 16 or any other purpose.
(13)	These shares are owned directly by SEP Management. SEP Management is a wholly-owned subsidiary of SOG. SOG is managed by A. R. Sanchez, Jr. and Antonio R. Sanchez, III. A. R. Sanchez, Jr. may be deemed to share voting and dispositive power over the shares held by SEP Management. A. R. Sanchez, Jr. 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 A. R. Sanchez, Jr. of the reported securities for purposes of Section 16 or any other purpose.
(14)	These shares are owned directly by SOG. SOG is managed by A. R. Sanchez, Jr. and Antonio R. Sanchez, III. A. R. Sanchez, Jr. may be deemed to share voting and dispositive power over the shares held by SOG. A. R. Sanchez, Jr. 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 A. R. Sanchez, Jr. of the reported securities for purposes of Section 16 or any other purpose.
(15)	The acquisitions of shares in the San Juan Distribution by A. R. Sanchez, Jr., SMC and the Trusts, as well as the receipt of shares in the A. R. Sanchez, Jr. Transfer by AEP, represent a change in form of beneficial ownership, without a change in pecuniary interest, exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), pursuant to Rule 16a-13 thereunder. The San Juan Distribution was pro rata to San Juan's partners, therefore Rule 16a-9(a) under the Act is applicable and thus may also exempt the acquisitions of the shares by A. R. Sanchez, Jr., SMC, and the Trusts from Section 16 of the Act.

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