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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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. | SEC 1473 (7-02) | ||
| 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. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Convertible Preferred Stock | (1)(2) | (1)(2) | Common Stock | 19,239,734 | $ (1) (2) | 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 | |||
| /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 | 05/20/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Rimma Khafizova, as Attorney-in-Fact for One Stone Energy Partners GP, L.L.C. | 05/20/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | Pursuant to a Series A Convertible Preferred Stock Purchase Agreement (the "Stock Purchase Agreement"), dated May 10, 2013, between Magellan Petroleum Corporation ("Magellan") and One Stone Holdings II LP ("One Stone"), on May 17, 2013, Magellan issued and sold to One Stone 19,239,734 shares (the "One Stone Shares") of preferred stock designated as Series A Convertible Preferred Stock ("Preferred Stock"). The Preferred Stock is convertible into shares of common stock of Magellan (the "Common Stock") at any time, at One Stone's election, and has no expiration date. (Continued footnote 2) |
| (2) | Within 90 days of the closing date, Magellan will cause the holders of its Common Stock to consider approval of (i) the full convertibility of shares of Preferred Stock into Common Stock, and (ii) the full voting power of shares of Preferred Stock (clauses (i) and (ii) collectively, the "Proposal"). Prior to obtaining shareholder approval of the Proposal, shares of Preferred Stock are convertible into an aggregate number of shares of Common Stock not to exceed 19.99% of the outstanding shares of Common Stock immediately prior to the closing date. Upon the fulfillment of certain conditions, Magellan will also have the option to convert all or some of the One Stone shares. |
| Remarks: One Stone has the right to designate certain members to the board of directors of Magellan pursuant to a Certificate of Designations, dated as of May 17, 2013. Accordingly, One Stone may be deemed to be a director by deputization. One Stone has initially designated Robert Israel and Vadim Gluzman, each of whom was appointed as director on May 17, 2013. This form is jointly filed by One Stone and its general partner, One Stone Energy Partners GP, L.LC. Exhibit List: Exhibit 24.1 - Power of Attorney of One Stone Holdings II LP Exhibit 24.2 - Power of Attorney of One Stone Energy Partners GP, L.L.C. | |