Item 1. Security and Issuer
The securities covered by this Schedule 13D relate to the Reporting Persons’ (as defined in Item 2 below) beneficial ownership interest in the common stock, $0.001 par value, of Eco Stim Energy Solutions, Inc., a Nevada corporation (the "Issuer"). The Issuer’s principal executive office is located at 2930 W. Sam Houston Pkwy No., Suite 275, Houston, TX 77043.
Item 2. Identity and Background
(a) This Statement is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”
), by each of the following entities (collectively, “Reporting Persons”):
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1.
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Bienville Argentina Opportunities Offshore Fund, LP, a Cayman Islands exempted limited partnership (“Argentina Fund”);
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2.
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BAOF GP, LLC, a Delaware limited liability company (the “General Partner”);
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3.
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Bienville Capital Management, LLC, a Delaware limited liability company (“Investment Manager”);
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4.
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Moonpie Management, LLC, a Delaware limited liability company
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5.
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William Herbert Stimpson, II
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6.
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Michael Cullen Thompson, Jr.
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(b)
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Residence or business address
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1.
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The Argentina Fund is registered in the Cayman Islands and the address of its principal office is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KYI-9008.
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2.
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BAOF GP, LLC, is a Delaware limited liability company and its principal office is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KYI-9008.
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3.
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Bienville Capital Management, LLC, is a Delaware limited liability company and its principal office is located at 521 5
th
Avenue, 35th Floor New York, NY 10175.
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4.
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Moonpie Management, LLC, is a Delaware limited liability company and its principal office is 104 Delafield Island Rd. Darien, CT 06820.
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5.
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The principal residence of William Herbert Stimpson II is 35 Old Norwalk Road New Canaan, CT 06840.
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6.
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The principal residence of Michael Cullen Thompson, Jr. is 124 31
st
Street Manhattan Beach CA, 90266.
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7.
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The principal residence of Ralph Fayden Reynolds is 104 Delafield Island Rd. Darien, CT 06820.
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8.
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The principal residence of Donald Stoltz, III is 12 Vanderbilt Drive Livingston, NJ 07039.
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(c)
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Argentina Fund is principally engaged in the business of investing in other companies. The General Partner is principally engaged in the business of serving as the general partner to certain funds, including Argentina Fund. The Investment Manager is principally engaged in the business of providing investment advisory services and consulting services. Moonpie Management, LLC is principally engaged in the business of investing in other entities. Mr. Stimpson, Mr. Thompson, Mr. Reynolds, and Mr. Stoltz are employed by the Investment Manager.
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CUSIP No. 27888D101
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13D
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Page 11
of 14 Pages
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(d)
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During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During the last five years, none have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Mr. Stimpson, Mr. Thompson, Mr. Reynolds, and Mr. Stoltz are citizens of the United States. The jurisdictions for the Argentina Fund, the General Partner, Investment Manager, and Moonpie Management, LLC, are listed above in subsection a.
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Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price for the common stock covered by this Statement is $12,499,447.51. Argentina Fund funded the purchase price through working capital. Investment Manager is responsible for voting any proxies with respect to the reported securities on behalf of the Argentina Fund.
Item 4. Purpose of Transaction
The acquisition of the securities set forth in this Schedule 13D is for investment purposes. Mr. Stoltz was appointed to serve as a member of the Issuer’s Board of Directors on March 7, 2016. None of the Reporting Persons have any plans or proposals that would relate to or result in the following:
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(a)
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The acquisition by any person of additional securities of the issuer, or the disposition of the securities of the issuer;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries, except as described above;
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(e)
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Any material change in the present capitalization or dividend policy of the issuer;
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(f)
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Any other material change in the issuer’s business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
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(g)
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Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
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(h)
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Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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(j)
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Any action similar to those enumerated above.
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CUSIP No. 27888D101
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13D
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Page 12
of 14 Pages
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Item 5. Interest in Securities of the Issuer
Item 5(a) and 5(c) are hereby amended and restated to read as follows:
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(a)
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As of September 28, 2016, the Argentina Fund owned
2,979,534
shares of common stock. The General Partner and Investment Manager could be deemed to be indirect beneficial owners of the reported shares. The General Partner and the Investment Manager disclaim beneficial ownership except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.
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(b)
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The responses to Items 7-13 of the cover page of this Schedule 13D are incorporated herein.
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(c)
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In the past 60 days, the following transactions were effected by the Investment Manager on behalf of the Argentina Fund:
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Transaction Date
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Amount
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Price Per Share
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Broker
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Transaction Type
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08/17/16
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20,000
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2.3982
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Morgan Stanley & Co
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Buy
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08/18/16
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300,000
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2.25
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FBR Capital Markets & Co
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Buy
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08/23/16
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50,000
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2.4000
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Morgan Stanley & Co
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Buy
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09/13/16
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38,683
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2.0818
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Morgan Stanley & Co
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Buy
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09/15/16
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25,451
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2.1190
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Morgan Stanley & Co
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Buy
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09/22/16
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50,874
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2.2781
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Morgan Stanley & Co
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Buy
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(d)
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Except as disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by each of the Reporting Persons.
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Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that he or it is the member of a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or for any other purpose.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
As discussed in Item 6 above, the Investment Manager is responsible for voting any proxies related to the reported securities on behalf of the Argentina Fund.
Item 7. Material to be Filed as Exhibits.
The following documents are filed as Exhibits to this statement:
Exhibit A - Joint Filing Agreement
The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13D jointly on behalf of each such party.