Edgar Filing: SandRidge Mississippian Trust II

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 ^*

SANDRIDGE ENERGY INC

2. Issuer Name and Ticker or Trading Symbol
SandRidge Mississippian Trust II [SDR]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

123 ROBERT S. KERR AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2012

(Street)

OKLAHOMA CITY, OK 73102-6406

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)
			Code	V	Amount	(A) or (D)	Price
Common Units representing Beneficial Interests	04/23/2012		P		7,393,750	A	⁽¹⁾	7,393,750	I	By SandRidge Exploration and Production, LLC

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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

Subordinated Units representing Beneficial Interests

⁽²⁾

04/23/2012

12,431,250

⁽²⁾

Common Units representing Beneficial Ownership

12,431,250

⁽¹⁾

12,431,250

By SandRidge Exploration and Production, LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SANDRIDGE ENERGY INC 123 ROBERT S. KERR AVENUE OKLAHOMA CITY, OK 73102-6406		X

Signatures

SandRidge Energy, Inc. By: /s/ Philip T. Warman, Senior Vice President and General		04/24/2012
^**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 April 23, 2012, in connection with a registered public offering by the Issuer of its Common Units, SandRidge Exploration and Production, LLC ("SandRidge E&P"), a Delaware limited liability company and wholly owned subsidiary of SandRidge Energy, Inc. ("SandRidge"), conveyed royalty interests in certain of its oil and natural gas properties located in the Mississippian formation in northern Oklahoma and southern Kansas to the Issuer in exchange for 7,393,750 Common Units of the Issuer, 12,431,250 Subordinated Units of the Issuer and approximately 590 million dollars in cash.
(2)	The Subordinated Units listed in Table II will automatically convert into Common Units on a one-for-one basis at the end of the fourth full calendar quarter following the satisfaction by SandRidge of its drilling obligation with respect to the Development Wells set forth in that certain Development Agreement, dated as of April 23, 2012, by and among SandRidge, SandRidge E&P and the Issuer, which drilling obligation must be satisfied no later than December 31, 2016.

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