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SandridgeEnergy

05/25/16 12:06 AM

#56366 RE: Ultimaratioregum #56361

Because of the timing we will not know for a while. I'll explain why.

The reason is that we learned this from a proxy filing related to the shareholders meeting. The 10-Q includes more details on dilution, for example from which promissory note it comes from, or if they were from share based compensation etc. However the specific dilution I referred to occurred literally one day after the filing of the 10-Q and therefore we don't know the details of it, only that it happened.

I attempted to source the exact location of the dilution by comparing the share count of the dilution with potential sources, and nothing matched nicely. For example the remaining unconverted portion of Danny Mitchell's note was not large enough to account for the amount of dilution that occurred. My guess, and this is only a guess, is that there was a partial conversion of the $850K worth of notes that convert at $.338 a share (2.5M share potential on those), but it would have been an odd lot.

Without the completely unrelated filing (the proxy related to the shareholders meeting) we probably would not have known about the dilution at all until July or August when the company files their second quarter 10-Q.

Anecdotally it didn't appear to me that there were new shares hitting the market on the day of the 10-Q filing. Typically there is a selloff on earnings days, even if the report is good, but it didn't really happen this time. There was a selloff however in the week proceeding to 10-Q filing, a somewhat unusual one that took the stock price all the way down to $2.14 by the time the proxy filing revealing the dilution came out.

Since there wasn't anything too bad in the 10-Q or conference call, and the price decline was delayed (no immediate negative reaction to the earnings report) I believe that the most likely culprit for the steep decline that was seen the following week was the dilution revealed in that report.

The most recent dilution that has been in the filings:

1. The SUNworks note (the one that Abe and friends got) was amended to convert at $0.52 from the previous conversion rate of $1.50 or so, tripling the amount of shares able to convert. The company said they did this to allow them to convert more shares since they wanted to convert earlier but were unable. This does not explain why they left the note appearing more favorable to shareholders on their books the whole year.

This added about 1.45 Million new shares. This happened in March 2016.

2. Danny Mitchell converted one third of his promissory note shortly before he left the company. The provisions of the note allow him to convert 1/3 every November (2015,2016,2017). Since he left the company he no longer has to file when he sells his shares so there is the potential for him to sell shares every November for the next two years/

This added about 400,000 or so shares. This happened in November 2015.
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j_iliz

05/25/16 11:29 AM

#56374 RE: Ultimaratioregum #56361

So the response you got indirectly says that there is NO confirmed dilution as has been reported to be happening here, daily, over the last few months.

When it does happen, all that is needed is a short, concise, two sentence post with the filing link. Anything longer is just diversionary hand waving IMHO.