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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | (1) | 08/01/2016 | D | 22,683,428 | (1) | (1) | Common Stock | 2,333,886 (2) | (1) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| One Stone Holdings II LP 720 FIFTH AVENUE, 10TH FLOOR NEW YORK, NY 10019 |
X | X | ||
| One Stone Energy Partners GP, L.L.C. 720 FIFTH AVENUE, 10TH FLOOR NEW YORK, NY 10019 |
X | X | ||
| /s/ Rimma Khafizova, as Attorney-in-Fact for One Stone Energy Partners GP, L.L.C. | 08/02/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Rimma Khafizova, as Attorney-in-Fact for One Stone Energy Partners GP, L.L.C., the general partner of One Stone Holdings II LP | 08/02/2016 | |
| **Signature of Reporting Person | Date |
| * | 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 August 1, 2016, Magellan Petroleum Corporation ("Magellan") and One Stone Holdings II LP ("One Stone") closed the transactions contemplated by that certain Exchange Agreement they entered into as of March 31, 2016 (the "Exchange Agreement"). Pursuant to the Exchange Agreement, One Stone transferred to Magellan 100% of Magellan's outstanding Series A Convertible Preferred Stock in consideration for the assignment to and assumption by One Stone of 100% of the outstanding membership interests in Nautilus Poplar LLC, a wholly-owned subsidiary of Magellan, and 51% of the outstanding common units in Utah CO2 LLC, a majority-owned subsidiary of Magellan, as adjusted by the Cash Amount (as defined in the Exchange Agreement) (collectively, the "Exchange"). On August 1, 2016, the closing price of Magellan's Common Stock was $1.14 per share. |
| (2) | Calculated with a conversion price of $9.77586545, which figure is based on Magellan's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016. On July 10, 2015, Magellan completed a reverse stock split of its Common Stock at a ratio of 1-for-8. The conversion price of Series A Preferred Stock has been adjusted to reflect the reverse stock split. |
| Remarks: Following the Exchange, One Stone no longer had the right to designate two members to the board of directors of Magellan. This form is jointly filed by One Stone and its general partner, One Stone Energy Partners GP, L.LC. | |