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Departure of Directors or Certain

(e)The Compensation Committee (the

Committee

) of the Board of Directors (the

Board

) of Sanchez Energy Corporation (the

Company

) approved several new forms of agreements for use in equity awards pursuant to the Sanchez Energy Corporation Second Amended and Restated 2011 Long Term Incentive Compensation Plan (the

Plan

), to the Companys Chief Operating Officer, Christopher D. Heinson, and other employees of the Sanchez Group Members (as defined in the Plan) providing services to the Company and its subsidiaries (the

Employees

or individually, the

Employee

Grant Date

). The new forms of agreements consist of the following:

Two new forms of restricted stock award agreements, one of which provides f or vesting in equal annual increments over a three year period from the Grant Date (the

Restricted Stock Agreement

) and the other of which provides for cliff vesting five years after the Grant Date or earlier if the common stock, par value $0.01 per share (the

Common Stock

), closing price equals or exceeds certain benchmarks as set forth in the form of agreement (the

Performance Accelerated Restricted Stock Agreement

or

PARSAP

); and

Two new forms of phantom stock agreements payable only in cash, one of which provides for vesting in equal annual increments over a three year period from the Grant Date (the

Phantom Stock Agreement

) and the other of which provides for cliff vesting five years after the Grant Date or earlier if the Common Stock closing price equals or exceeds certain benchmarks as set forth in the form of agreement (the

Performance Accelerated Phantom Stock Agreement

, together with the Restricted Stock Agreement, the PARSAP and the Phantom Stock Agreement, the

New Equity Award Agreements

).

Upon the occurrence of any of the following events, awards made under each of the New Equity Award Agreements will vest automatically: a Change of Control (as defined in the Plan), a Qualifying Termination (as defined in each of the New Equity Award Agreements) or the Employees death or Disability (as defined in the Plan).

Each New Equity Award Agreement contains an exhibit with a restrictive covenant agreement (the

Restrictive Covenant Agreement

). Among other items, the Restrictive Covenant Agreement contains confidentiality and non-solicit provisions.

The foregoing does not purport to be a complete description of each of the New Equity Agreements, and is qualified in its entirety to the forms of the New Equity Agreements filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, and incorporated herein by reference.

2

Restricted Stock Agreement

Pursuant to the Restricted Stock Agreement, the Committee approved a grant of 100,000 shares of restricted Common Stock to

Christopher D. Heinson, the Companys Chief Operating Officer and in the Companys most recently filed proxy statement, a named executive officer pursuant to Item 402 of Regulation S-K.

Performance Accelerated Restricted Stock Agreement

Pursuant to the Performance Accelerated Restricted Stock Agreement, the Committee

approved a grant of 100,000 shares of restricted Common Stock to Mr.Heinson.

Phantom Stock Agreement

Pursuant to the Phantom Stock Agreement, the Committee approved a grant of 200,000 shares of phantom stock

to Mr.Heinson.

Performance Accelerated Phantom Stock Agreement

Pursuant to the Performance Accelerated Phantom Stock Agreement, the Committee approved a grant of 100,000 shares of phantom stock

to Mr.Heinson.

Item9.01. Financial Statements and Exhibits.

(d)Exhibits

The following materials are filed as exhibits to this Current Report on Form8-K:

Exhibits

10.1

Formof Restricted Stock Agreement for Employees.

10.2

Formof Performance Accelerated Restricted Stock Agreement for Employees.

10.3

Formof Phantom Stock Agreement for Employees.

10.4

Formof Performance Accelerated Phantom Stock Agreement for Employees.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SANCHEZ ENERGY CORPORATION

Date: April21, 2016

By:

/s/ Antonio R. Sanchez,III

Antonio R. Sanchez,III

Chief Executive Officer

4

EXHIBITINDEX

Exhibits

10.1

Formof Restricted Stock Agreement for Employees.

10.2

Formof Performance Accelerated Restricted Stock Agreement for Employees.

10.3

Formof Phantom Stock Agreement for Employees.

10.4

Formof Performance Accelerated Phantom Stock Agreement for Employees.

5

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Other recent filings from the company include the following:

Sanchez Energy Corporation releases salary data. CEO sees compensation fall -26% - April 21, 2016
Sanchez Energy Announces First Quarter 2016 Operating Results - April 20, 2016
Sanchez Energy Corporation's Interim CFO just declared owning 12,812 shares of Sanchez Energy Corporation - April 19, 2016
Sanchez Energy Corporation's Senior VP and CAO just picked up 36,000 shares - April 19, 2016