Item 1. Security and Issuer
This Amendment No. 6 to Schedule 13D (“
Amendment No. 6
”) amends and supplements the original Schedule 13D filed on June 11, 2015 (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, the “
Schedule 13D
”), Amendment No. 1 to Schedule 13D filed on June 30, 2015 (“
Amendment No. 1
”), Amendment No. 2 to Schedule 13D filed on July 6, 2015 (“
Amendment No. 2
”), Amendment No. 3 to Schedule 13D filed on July 20, 2015 (“
Amendment No. 3
”), Amendment No. 4 to Schedule 13D filed on August 10, 2015 (“
Amendment No. 4
”), and Amendment No. 5 to Schedule 13D filed on May 25, 2016 (“
Amendment No. 5
”). This Amendment No. 6 is filed jointly on behalf of Carl H. Westcott, Commodore Partners, Ltd., G.K. Westcott LP, Carl Westcott, LLC, Jimmy Elizabeth Westcott, Chart H. Westcott, Court H. Westcott, and Carla Westcott (the “
Reporting Persons
”) relating to their beneficial ownership of the common stock, par value $0.50 per share (the “
Common Stock
”) of Comstock Resources, Inc., a Nevada corporation (the “
Issuer
”), whose principal executive offices are located at 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034. On August 1, 2016, the Issuer effected a 1-for-5 reverse stock split (the “
Reverse Split
”).
This Amendment No. 6 is filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended, to reflect a change aggregating more than one percent (1%) in the beneficial ownership of the outstanding Common Stock in which Carl H. Westcott may be deemed to have a beneficial interest. Unless otherwise indicated, all capitalized terms used herein but not defined shall have the same meanings as set forth in the Schedule 13D.
Item 2. Identity and Background
This Item is being amended and supplemented to add the following:
As a result of the termination of certain trading authorizations related to shares of Common Stock owned directly by Jimmy Elizabeth Westcott and Chart H. Westcott,
Carl H. Westcott no longer shares dispositive power over such shares of Common Stock with Jimmy Elizabeth Westcott or Chart H. Westcott, respectively. Additionally, effective August 31, 2016, Chart H. Westcott resigned as a manager of Carl Westcott, LLC, and no longer shares voting and dispositive power over the shares of Common Stock directly owned by Commodore Partners or GK Westcott. As a result, Jimmy Elizabeth Westcott and Chart H. Westcott will no longer be Reporting Persons in subsequent amendments to the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth or incorporated in Items 4 and 6 hereof are incorporated herein by reference.
With respect to each Reporting Person that is a natural person, the shares of Common Stock were acquired with the personal funds of such Reporting Person. The shares of Common Stock held by Commodore Partners, of which Carl Westcott, LLC is the sole general partner, were acquired with funds held by Commodore Partners for the general purpose of investing. The shares of Common Stock held by GK Westcott, of which Carl Westcott, LLC is the sole general partner, were acquired with funds held by GK Westcott for the general purpose of investing.
Item 4. Purpose of Transaction
This Item is being amended and supplemented to add the following:
The information set forth or incorporated in Items 3 and 6 hereof are incorporated herein by reference.
After accounting for all sales of Common Stock of the Reporting Persons since the filing of Amendment No. 5 (the period of May 26, 2016 through September 5, 2016), a net 181,360 shares of Common Stock were sold by Carl H. Westcott during such period on his own behalf and on behalf of certain other Reporting Persons for an aggregate price of approximately $1,232,348, after taking into account the effect of the Reverse Split on such transactions.
Item 5. Interest in Securities of the Issuer.
This Item is being amended and supplemented to add the following:
(b) The responses in rows 7, 8, 9 and 10 of the cover pages of this Statement are hereby incorporated by reference. Each of Court H. Westcott and Carla Westcott directly holds 14,000 and 1,500 shares of Common Stock, respectively, over which Carl H. Westcott shares dispositive power, but not voting power, pursuant to trading authorizations. Additionally, Carl H. Westcott shares dispositive power, but not voting power, pursuant to trading authorizations, of 6,100, 1,000, and 640 shares of Common Stock held by Peter
10
Underwood, Francisco Trejo, Jr., and Rosie Greene, respectively. Carl H. Westcott no longer shares dispositive power over shares owned by Jimmy Elizabeth Westcott or Chart H. Westcott, nor does he have any voting power in such shares. Commodore Partners holds 277,500 shares of Common Stock, over which Carl H. Westcott holds shared voting and dispositive power with Court H. Westcott as the managers of Carl Westcott, LLC, the sole general partner of Commodore Partners. GK Westcott holds 11,000 shares of Common Stock, over which Carl H. Westcott holds shared voting and dispositive power with Court H. Westcott as the managers of Carl Westcott, LLC, the sole general partner of GK Westcott. Effective August 31, 2016, Chart H. Westcott resigned his position as a manager of Carl Westcott, LLC. As a result, he no longer exercises shared voting and disposition power over shares of Common Stock owned by Commodore Partners or GK Westcott.
(c) After accounting for all sales of Common Stock of the Reporting Persons during the period of July 4, 2016 through September 5, 2016, a net 178,042 shares of Common Stock were sold by Carl H. Westcott on his own behalf and on behalf of the other Reporting Persons for an aggregate price of approximately $1,224,758, after taking into account the effect of the Reverse Split on such transactions. All such sales were made on the dates and at the prices set forth below. The table below does not adjust the share amounts or the price per share for transactions occurring prior to August 1, 2016, the effective date of the Reverse Split. All purchases and sales listed below were affected in ordinary open market transactions.
|
Name of Reporting Person
|
|
Trade Date
|
|
Number Of Shares Purchased (Sold)
|
|
Price Per Share ($)
|
|
|
Carl H. Westcott
|
|
7/12/2016
|
|
(1,000
|
)
|
0.90
|
|
|
Carl H. Westcott
|
|
7/12/2016
|
|
2,020
|
|
0.86
|
|
|
Carl H. Westcott
|
|
7/13/2016
|
|
100
|
|
0.85
|
|
|
Carl H. Westcott
|
|
7/13/2016
|
|
200
|
|
0.86
|
|
|
Carl H. Westcott
|
|
7/14/2016
|
|
(1,000
|
)
|
0.90
|
|
|
Carl H. Westcott
|
|
7/15/2016
|
|
800
|
|
0.89
|
|
|
Carl H. Westcott
|
|
7/15/2016
|
|
600
|
|
0.89
|
|
|
Carl H. Westcott
|
|
7/15/2016
|
|
600
|
|
0.89
|
|
|
Carl H. Westcott
|
|
7/15/2016
|
|
500
|
|
0.90
|
|
|
Carl H. Westcott
|
|
7/15/2016
|
|
2,000
|
|
0.90
|
|
|
Carl H. Westcott
|
|
7/15/2016
|
|
100
|
|
0.89
|
|
|
Carl H. Westcott
|
|
7/15/2016
|
|
2,400
|
|
0.89
|
|
|
Carl H. Westcott
|
|
7/15/2016
|
|
5,000
|
|
0.89
|
|
|
Carl H. Westcott
|
|
7/15/2016
|
|
1,180
|
|
0.90
|
|
|
Carl H. Westcott
|
|
7/15/2016
|
|
800
|
|
0.91
|
|
|
Carl H. Westcott
|
|
7/15/2016
|
|
200
|
|
0.91
|
|
|
Carl H. Westcott
|
|
7/15/2016
|
|
2,800
|
|
0.90
|
|
|
Carl H. Westcott
|
|
7/15/2016
|
|
200
|
|
0.90
|
|
|
Carl H. Westcott
|
|
7/15/2016
|
|
500
|
|
0.91
|
|
|
Carl H. Westcott
|
|
7/18/2016
|
|
1,000
|
|
0.90
|
|
|
Carl H. Westcott
|
|
7/18/2016
|
|
5,000
|
|
0.90
|
|
|
Carl H. Westcott
|
|
7/18/2016
|
|
4,900
|
|
0.90
|
|
|
Carl H. Westcott
|
|
7/18/2016
|
|
100
|
|
0.89
|
|
11
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
This Item is being amended and supplemented to add the following:
As discussed in Items 2 and 5(b), effective August 31, 2016, Chart H. Westcott resigned his position as a manager of Carl Westcott, LLC. As a result, he no longer exercises shared voting and disposition power over shares of Common Stock owned by Commodore Partners or GK Westcott. Additionally, because of the termination of certain trading authorizations related to shares of Common Stock owned directly by Jimmy Elizabeth Westcott and Chart H. Westcott, Carl H. Westcott no longer shares dispositive power over shares owned by Jimmy Elizabeth Westcott or Chart H. Westcott, nor does he have any voting power in such shares.
Item 7. Material to Be Filed as Exhibits
|
Exhibit A
|
|
Joint Filing Agreement, dated June 8, 2015, by and among Carl H. Westcott, Commodore Partners, Ltd., G.K. Westcott LP, Carl Westcott, LLC, Jimmy Elizabeth Westcott, Chart H. Westcott, Court H. Westcott, and Carla Westcott (incorporated by reference to Exhibit A to the Schedule 13D filed with the Securities and Exchange Commission on June 11, 2015).
|
|
|
|
|
|
Exhibit B
|
|
Form of Authorization of Agent (incorporated by reference to Exhibit B to the Schedule 13D filed with the Securities and Exchange Commission on June 11, 2015).
|
|
|
|
|
|
Exhibit C
|
|
Power of Attorney, dated June 8, 2015 (incorporated by reference to Exhibit C to the Schedule 13D filed with the Securities and Exchange Commission on June 11, 2015).
|
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