sc0107.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 

Oasis Petroleum Inc.
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

674215108
(CUSIP Number)

November 30, 2012
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
[_]
Rule 13d-1(b)
 
 
 
 
[X]
Rule 13d-1(c)
 
 
 
 
[_]
Rule 13d-1(d)
 
 
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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.
 
 
 
 
CUSIP No. 674215108
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SPO Partners II, L.P.
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
4,332,749 (1)
6.
 
Shared Voting Power
 
0
7.
 
Sole Dispositive Power
 
4,332,749 (1)
8.
 
Shared Dispositive Power
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,332,749
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
4.6%
12.
 
Type of Reporting Person (See Instructions)
 
(PN)
______________
(1) Power is exercised through its sole general partner, SPO Advisory Partners, L.P.
 
Page 2 of 11
 
 
 
 
CUSIP No. 674215108
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SPO Advisory Partners, L.P.
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
4,332,749 (1)(2)
6.
 
Shared Voting Power
 
0
7.
 
Sole Dispositive Power
 
4,332,749 (1)(2)
8.
 
Shared Dispositive Power
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,332,749
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
4.6%
12.
 
Type of Reporting Person (See Instructions)
 
(PN)
____________
(1) Solely in its capacity as the sole general partner of SPO Partners II, L.P.
(2) Power is exercised through its sole general partner, SPO Advisory Corp.
 

Page 3 of 11
 
 
 
 
 
CUSIP No. 674215108
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
San Francisco Partners, L.P.
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
 
California
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
223,700 (1)
6.
 
Shared Voting Power
 
0
7.
 
Sole Dispositive Power
 
223,700 (1)
8.
 
Shared Dispositive Power
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
223,700
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
0.2%
12.
 
Type of Reporting Person (See Instructions)
 
(PN)
____________
(1) Power is exercised through its sole general partner, SF Advisory Partners, L.P.

Page 4 of 11
 
 
 
 
CUSIP No. 674215108
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SF Advisory Partners, L.P.
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
223,700 (1)(2)
6.
 
Shared Voting Power
 
0
7.
 
Sole Dispositive Power
 
223,700 (1)(2)
8.
 
Shared Dispositive Power
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
223,700
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
0.2%
12.
 
Type of Reporting Person (See Instructions)
 
(PN)
____________
(1) Solely in its capacity as the sole general partner of San Francisco Partners, L.P.
(2) Power is exercised through its sole general partner, SPO Advisory Corp.

Page 5 of 11
 
 
 
 
CUSIP No. 674215108
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SPO Advisory Corp.
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
4,556,449 (1)(2)
6.
 
Shared Voting Power
 
0
7.
 
Sole Dispositive Power
 
4,556,449 (1)(2)
8.
 
Shared Dispositive Power
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,556,449
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
4.9%
12.
 
Type of Reporting Person (See Instructions)
 
(CO)
____________
 
 (1)
 
 Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 4,332,749 of such shares, and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 223,700 of such shares.
 (2) Power is exercised through its two controlling persons, John H. Scully and Edward H. McDermott.
 
 
Page 6 of 11
 
 
 
 
CUSIP No. 674215108
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
John H. Scully
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
 
USA
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
13,700 (1)
6.
 
Shared Voting Power
 
4,556,449 (2)
7.
 
Sole Dispositive Power
 
13,700 (1)
8.
 
Shared Dispositive Power
 
4,556,449 (2)
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,570,149
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
4.9%
12.
 
Type of Reporting Person (See Instructions)
 
(IN)
____________
 
 (1) These shares are held in Mr. Scully’s Individual Retirement Accounts, which are self-directed.
 (2)
These shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of two controlling persons of SPO Advisory Corp.
 

Page 7 of 11
 
 
 
 
CUSIP No. 674215108
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Edward H. McDermott
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
 
USA
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
600 (1)
6.
 
Shared Voting Power
 
4,556,449 (2)
7.
 
Sole Dispositive Power
 
600 (1)
8.
 
Shared Dispositive Power
 
4,556,449 (2)
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,557,049
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
4.9%
12.
 
Type of Reporting Person (See Instructions)
 
(IN)
____________
 
 (1) These shares are held in Mr. McDermott’s Individual Retirement Accounts, which are self-directed.
 (2) These shares may be deemed to be beneficially owned by Mr. McDermott solely in his capacity as one of two controlling persons of SPO Advisory Corp.
 
Page 8 of 14
 
 
 
 
This Amendment No. 3 (the “Amendment”) amends the Schedule 13G (the “Original 13G”) filed with the Securities and Exchange Commission (“SEC”) on June 23, 2011 and as amended August 26, 2011 and February 14, 2012.  Terms used and not defined herein shall have the meanings ascribed thereto in the Original 13G.
 
Item 1.
(a)
Name of Issuer
 
Oasis Petroleum Inc.
 
 
 
(b)
 
Address of Issuer’s Principal Executive Offices
 
1001 Fannin Street, Suite 1500
Houston, Texas 77002
 
 
Item 2.
(a)
Name of Person Filing
 
SPO Partners II, L.P., a Delaware limited partnership (“SPO”), SPO Advisory Partners, L.P., a Delaware limited partnership (“SPO Advisory Partners”), San Francisco Partners, L.P., a California limited partnership (“SFP”), SF Advisory Partners, L.P., a Delaware limited partnership (“SF Advisory Partners”), SPO Advisory Corp., a Delaware corporation (“SPO Advisory Corp.”), John H. Scully (“JHS”) and Edward H. McDermott (“EHM”). SPO, SPO Advisory Partners, SFP, SF Advisory Partners, SPO Advisory Corp, JHS and EHM are sometimes hereinafter referred to as the “Reporting Persons.”
 
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.
 
The Original 13G, as amended, listed William E. Oberndorf (“WEO”) as a “Reporting Person.”  As of March 31, 2012, WEO was no longer a controlling person of SPO Advisory Corp.  As a result, WEO is no longer a “Reporting Person” for all purposes under this Amendment and the Original 13G.
 
All references to WEO in Items 2(b)-(c) are hereby deleted in their entirety.
 
Item 4.
Ownership.
 
        Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
(b)
    
(a)
    
(c)(i)
    
(c)(ii)
    
(c)(iii)
    
(c)(iv)
  
                 Common Shares  
               
Voting Power
    
Disposition Power
  
Reporting Persons
  
Percent of Class
    
Beneficially Owned
    
Sole
    
Shared
    
Sole
    
Shared
  
SPO Partners II, L.P.
     4.6 %     4,332,749       4,332,749       0       4,332,749       0  
SPO Advisory Partners, L.P.
     4.6 %     4,332,749       4,332,749       0       4,332,749       0  
San Francisco Partners, L.P.
     0.2 %     223,700       223,700       0       223,700       0  
SF Advisory Partners, L.P.
     0.2 %     223,700       223,700       0       223,700       0  
SPO Advisory Corp.
     4.9 %     4,556,449       4,556,449       0       4,556,449       0  
John H. Scully
     4.9 %     4,570,149       13,700       4,556,449       13,700       4,556,449  
Edward H. McDermott
     4.9 %     4,557,049         600       4,556,449         600       4,556,449  
____________
**  Denotes less than
       Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
 
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 9 of 11
 
 
 
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
December 4, 2012
 
Date
 
 
 
 
 
/s/ Kim M. Silva
 
Signature
 
 
 
 
 
Kim M. Silva
 
 
Attorney-in-fact for:

SPO Partners II, L.P. (1)
SPO Advisory Partners, L.P. (1)
San Francisco Partners, L.P. (1)
SF Advisory Partners, L.P. (1)
SPO Advisory Corp. (1)
John H. Scully (1)
Edward H. McDermott (1)
 
 (1)
 
A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the
Securities and Exchange Commission.
 
 
Page 10 of 11
 
 
 
 
 
EXHIBIT INDEX
Exhibit
Document Description
 
 
A
Agreement Pursuant to Rule 13d-1(k)
   
B  Power of Attorney (Previously Filed)

 
 
 
 
 
 
 
 
 
 
 
 
 
Page 11 of 11