SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

Emerald Oil, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

29101U209

(CUSIP Number)
 

December 31, 2014

(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)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 7 Pages)

 

______________________________

*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).

 
CUSIP No. 29101U20913G/APage 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

GLG Partners LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

626,781 shares of Common Stock issuable upon conversion of convertible notes

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

626,781 shares of Common Stock issuable upon conversion of convertible notes

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

626,781 shares of Common Stock issuable upon conversion of convertible notes

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.93%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 29101U20913G/APage 3 of 7 Pages

 

1

NAME OF REPORTING PERSON

GLG Partners Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

626,781 shares of Common Stock issuable upon conversion of convertible notes

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

626,781 shares of Common Stock issuable upon conversion of convertible notes

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

626,781 shares of Common Stock issuable upon conversion of convertible notes

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.93%

12

TYPE OF REPORTING PERSON

IA, HC

         

 

 
CUSIP No. 29101U20913G/APage 4 of 7 Pages

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Emerald Oil, Inc., a Montana corporation (the “Company”).

 

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company’s principal executive offices are located at 1600 Broadway, Suite 1360, Denver, Colorado 80202.

 

Item 2(a). NAME OF PERSON FILING:
   
  This statement is filed by the entities and persons listed below, who are collectively referred to herein as the “Reporting Persons” with respect to the shares of Common Stock (as defined in Item 2(d) below):
   
  Investment Manager:

 

  (i) GLG Partners LP (the “Investment Manager”), with respect to the shares of Common Stock held by certain funds and managed accounts to which the Investment Manager serves as investment manager (the fund which holds the shares of Common Stock, the “GLG Fund”).

 

  General Partner:

 

  (ii) GLG Partners Limited (the “General Partner”), which serves as the general partner of the Investment Manager, with respect to the shares of Common Stock held by each of the GLG Fund.

 

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c). CITIZENSHIP:

 

  This statement is filed by:
   
  (i)

GLG Partners LP

1 Curzon Street

London W1J 5HB

United Kingdom

Citizenship: United Kingdom

   
  (ii)

GLG Partners Limited

c/o GLG Partners LP

1 Curzon Street

London W1J 5HB

United Kingdom

Citizenship: United Kingdom

 

 
CUSIP No. 29101U20913G/APage 5 of 7 Pages

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
  Common Stock, par value $0.001 per share (the “Common Stock”).

 

Item 2(e). CUSIP NUMBER:
  29101U209

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act,
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act,
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
  (g) ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
  (h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: __________________________________________

 

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.
   
  The information required by Items 4(a) – (c)  is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.  The Company’s Quarterly Report on Form 10-Q filed on November 3, 2014 indicates that as of November 3, 2014, there were 66,626,245 shares of Common Stock outstanding. The percentage set forth in Row (11) of the cover page for each Reporting Person is based on the Company's outstanding shares of Common Stock, and assumes conversion of the convertible notes.
   
 
CUSIP No. 29101U20913G/APage 6 of 7 Pages

 

  The Investment Manager, which serves as the investment manager to the GLG Fund, may be deemed to be the beneficial owner of all of the shares of Common Stock owned by the GLG Fund.  The General Partner, as general partner to the Investment Manager, may be deemed to be the beneficial owner of all of the shares of Common Stock owned by the GLG Funds. Each of the Investment Manager and the General Partner hereby disclaims any beneficial ownership of any such shares of Common Stock, except for their pecuniary interest therein.
   

 

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 each of the Reporting Persons has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: [X]
   

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
  Not applicable.
   

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
  Not applicable.
   

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
  Not applicable.
   

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
  Not applicable.
   

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of her or its 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.

 

 
CUSIP No. 29101U20913G/APage 7 of 7 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 13, 2015

 

GLG PARTNERS LP    
     
     
By:  /s/ Michelle Robyn Grew    
Name: Michelle Robyn Grew    
Title: Global Head of Compliance & Regulatory    
     
GLG PARTNERS LIMITED    
Individually and in its capacity as General Partner of GLG Partners LP    
     
     
By:  /s/ Jasveer Singh    
Name: Jasveer Singh    
Title: Director