1.
|
Names
of Reporting Persons.
|
STEELHEAD
NAVIGATOR MASTER, L.P.
|
|||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) ¨
(b) ¨
|
|||
3.
|
SEC
Use Only
|
||||
4.
|
Citizenship
or Place of Organization
|
Bermuda
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
19,048,265
|
||
6.
|
Shared
Voting Power
|
0
|
|||
7.
|
Sole
Dispositive Power
|
19,048,265
|
|||
8.
|
Shared
Dispositive Power
|
0
|
|||
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
19,048,265
|
|||
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
¨
|
|||
11.
|
Percent
of Class Represented by Amount in Row (9)
|
11.8%
|
|||
12.
|
Type
of Reporting Person (See Instructions)
|
PN
|
1.
|
Names
of Reporting Persons.
|
STEELHEAD
PARTNERS, LLC
|
|||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) ¨
(b) ¨
|
|||
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
|
19,098,265
|
||
6.
|
Shared
Voting Power
|
0
|
|||
7.
|
Sole
Dispositive Power
|
19,098,265
|
|||
8.
|
Shared
Dispositive Power
|
0
|
|||
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
19,098,265
|
|||
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
¨
|
|||
11.
|
Percent
of Class Represented by Amount in Row (9)
|
11.9%
|
|||
12.
|
Type
of Reporting Person (See Instructions)
|
IA
|
1.
|
Names
of Reporting Persons.
|
JAMES
MICHAEL JOHNSTON
|
|||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) ¨
(b) ¨
|
|||
3.
|
SEC
Use Only
|
||||
4.
|
Citizenship
or Place of Organization
|
United
States
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
0
|
||
6.
|
Shared
Voting Power
|
19,098,265
|
|||
7.
|
Sole
Dispositive Power
|
0
|
|||
8.
|
Shared
Dispositive Power
|
19,098,265
|
|||
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
19,098,265
|
|||
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
¨
|
|||
11.
|
Percent
of Class Represented by Amount in Row (9)
|
11.9%
|
|||
12.
|
Type
of Reporting Person (See Instructions)
|
IN/HC
|
1.
|
Names
of Reporting Persons.
|
BRIAN
KATZ KLEIN
|
|||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) ¨
(b) ¨
|
|||
3.
|
SEC
Use Only
|
||||
4.
|
Citizenship
or Place of Organization
|
United
States
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
0
|
||
6.
|
Shared
Voting Power
|
19,098,265
|
|||
7.
|
Sole
Dispositive Power
|
0
|
|||
8.
|
Shared
Dispositive Power
|
19,098,265
|
|||
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
19,098,265
|
|||
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
¨
|
|||
11.
|
Percent
of Class Represented by Amount in Row (9)
|
11.9%
|
|||
12.
|
Type
of Reporting Person (See Instructions)
|
IN/HC
|
Item
1.
|
|
|
(a) Name of
Issuer:
|
Canadian
Superior Energy Inc.
|
|
(b) Address
of Issuer’s Principal Executive Office:
|
Suite
3300, 400 Third Avenue, SW
Calgary,
Alberta, Canada T2P 4H2
|
Item
2.
|
|
|
(a) Name
of Person Filing:
|
Steelhead
Navigator Master, L.P. (“Navigator”)
Steelhead
Partners, LLC (“Steelhead”)
James
Michael Johnston
Brian
Katz Klein
|
|
(b) Address
of Principal Business Office
or, if
none, Residence:
|
The
business address of each reporting person is
1301
First Avenue, Suite 201, Seattle, WA 98101.
|
|
(c) Citizenship:
|
Reference
is made to Item 4 of pages 2, 3, 4 and 5 of this
Schedule
13G (this “Schedule”), which
Items are incorporated by reference herein.
|
|
(d) Title
of Class of Securities:
|
Common
Stock, no par value
|
|
(e) CUSIP
Number:
|
136644101
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
|
|
¨
|
(a)
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
|
¨
|
(b)
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
¨
|
(c)
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
¨
|
(d)
|
Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
|
|
ý
|
(e)
|
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
|
¨
|
(f)
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
|
ý
|
(g)
|
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
|
|
¨
|
(h)
|
A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
¨
|
(i)
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
|
|
¨
|
(j)
|
Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
|
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.
|
Item
5.
|
Ownership
of Five Percent or Less of a
Class
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
|
Item
8.
|
Identification
and Classification of Members of the
Group
|
Item
9.
|
Notice
of Dissolution of Group
|
Item
10.
|
Certification
|
Dated: September
5, 2008
|
STEELHEAD
PARTNERS, LLC
By: /s/
James Michael Johnston
James
Michael Johnston
Its
Member-Manager
|
JAMES
MICHAEL JOHNSTON
/s/
James Michael Johnston
James
Michael Johnston
|
|
BRIAN
KATZ KLEIN
/s/
Brian Katz Klein
Brian
Katz Klein
|
Dated: September
5, 2008
|
STEELHEAD
NAVIGATOR MASTER, L.P.
By: Steelhead
Partners, LLC, its Investment Manager
By: /s/
James Michael Johnston
James
Michael Johnston
Its
Member-Manager
|
Exhibit A
|
Joint
Filing Undertaking
|
Page
9
|
Dated: September
5, 2008
|
STEELHEAD
NAVIGATOR MASTER, L.P.
By: Steelhead
Partners, LLC, its Investment Manager
By: /s/
James Michael Johnston
James
Michael Johnston
Its
Member-Manager
|
STEELHEAD
PARTNERS, LLC
By: /s/
James Michael Johnston
James
Michael Johnston
Its
Member-Manager
|
|
JAMES
MICHAEL JOHNSTON
/s/
James Michael Johnston
James
Michael Johnston
|
|
BRIAN
KATZ KLEIN
/s/
Brian Katz Klein
Brian
Katz Klein
|