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Item 1(a).
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Name of Issuer:
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Emerald Oil, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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1600 Broadway, Suite 1360
Denver, Colorado 80202
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Item 2(a).
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Name of Person Filing:
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This statement is filed by Raging Capital Master Fund, Ltd., a Cayman Islands exempted company (“Raging Master”), Raging Capital Management, LLC, a Delaware limited liability company (“Raging Capital”), and William C. Martin. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Raging Capital is the Investment Manager of Raging Master. William C. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital. By virtue of these relationships, each of Raging Capital and William C. Martin may be deemed to beneficially own the Issuer’s Common Stock, $0.001 par value, directly owned by Raging Master.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The principal business address of each of Raging Capital and William C. Martin is Ten Princeton Avenue, P.O. Box 228, Rocky Hill, New Jersey 08553. The principal business address of Raging Master is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY 1-9007, Cayman Islands.
Raging Master is organized under the laws of the Cayman Islands. Raging Capital is organized under the laws of the State of Delaware. William C. Martin is a citizen of the United States of America.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.001 par value (the “Shares”).
29101U 40 7
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Item 3.
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If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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/X/
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Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
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All ownership information reported in this Item 4 is as of June 30, 2015.
Raging Master
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(a)
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Amount beneficially owned:
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8.4% (based upon 7,856,325 Shares outstanding, which is the total number of Shares outstanding as of June 11, 2015 as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2015).
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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Raging Capital
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(a)
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Amount beneficially owned:
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8.4% (based upon 7,856,325 Shares outstanding, which is the total number of Shares outstanding as of June 11, 2015 as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2015).
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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_______________
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*
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Shares directly owned by Raging Master.
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Mr. Martin
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(a)
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Amount beneficially owned:
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8.4% (based upon 7,856,325 Shares outstanding, which is the total number of Shares outstanding as of June 11, 2015 as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2015).
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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_______________
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*
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Shares directly owned by Raging Master.
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As the Investment Manager of Raging Master, Raging Capital may be deemed to beneficially own the Shares directly owned by Raging Master. As the Chairman, Chief Investment Officer and Managing Member of Raging Capital, Mr. Martin may be deemed to beneficially own the Shares directly owned by Raging Master.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on June 10, 2015.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: July 10, 2015
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Raging Capital Master Fund, Ltd.
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By:
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Raging Capital Management, LLC
Investment Manager
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By:
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/s/ Frederick C. Wasch
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Name:
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Frederick C. Wasch
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Title:
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Chief Financial Officer
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Raging Capital Management, LLC
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By:
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/s/ Frederick C. Wasch
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Name:
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Frederick C. Wasch
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Title:
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Chief Financial Officer
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/s/ Frederick C. Wasch
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Frederick C. Wasch as attorney-in-fact for William C. Martin
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