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Item 1(a).
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Name of Issuer:
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Harvest Natural Resources, Inc., a Delaware corporation (the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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1177 Enclave Parkway, Suite 300
Houston, Texas 77077
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Item 2(a).
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Name of Person Filing:
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This statement is filed by BLR Partners LP, a Texas limited partnership (“BLR Partners”), BLRPart, LP, a Texas limited partnership (“BLRPart GP”), BLRGP Inc., a Texas S corporation (“BLRGP”), Fondren Management, LP, a Texas limited partnership (“Fondren Management”), FMLP Inc., a Texas S corporation (“FMLP”) and Bradley L. Radoff. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
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BLRPart GP serves as the general partner of BLR Partners. BLRGP serves as the general partner of BLRPart GP. Fondren Management serves as the investment manager of BLR Partners. FMLP serves as the general partner of Fondren Management. Mr. Radoff serves as the sole shareholder and sole director of each of BLRGP and FMLP. By virtue of these relationships, BLRPart GP, BLRGP, Fondren Management, FMLP and Mr. Radoff may be deemed to beneficially own the Shares (as defined below) owned directly by BLR Partners.
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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 address of the principal office of each of the Reporting Persons is 1177 West Loop South, Suite 1625, Houston, Texas 77027.
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BLR Partners, BLRPart GP, BLRGP, Fondren Management and FMLP are organized under the laws of the State of Texas. Mr. Radoff 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, $0.01 par value per share (the “Shares”).
41754V103
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 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 Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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(a)
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Amount beneficially owned:
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As of the close of business on October 17, 2016:
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(i)
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BLR Partners directly owned 3,415,000 Shares;
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(ii)
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Each of BLRPart GP, as the general partner of BLR Partners, BLRGP, as the general partner of BLRPart GP, Fondren Management, as the investment manager of BLR Partners, FMLP, as the general partner of Fondren Management, and Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the 3,415,000 Shares owned by BLR Partners; and
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(iii)
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Mr. Radoff directly owned 1,000,000 Shares, which, together with the 3,415,000 Shares owned by BLR Partners that he may be deemed to beneficially own, constitutes an aggregate of 4,415,000 Shares beneficially owned by Mr. Radoff.
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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.
The following percentages are based on 44,318,567 Shares outstanding as of October 7, 2016, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2016.
As of the close of business on October 17, 2016, (i) each of BLR Partners, BLRPart GP, BLRGP, Fondren Management and FMLP may be deemed to beneficially own approximately 7.71% of the outstanding Shares and (ii) Mr. Radoff may be deemed to beneficially own approximately 9.96% of the outstanding Shares.
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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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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote:
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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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 That 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.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below each of the undersigned certifies that, to the best of 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.
SIGNATURE
After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 17, 2016
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BLR Partners LP
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By:
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BLRPart, LP
General Partner
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By:
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BLRGP Inc.
General Partner
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By:
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/s/ Bradley L. Radoff
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Name:
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Bradley L. Radoff
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Title:
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Sole Director
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BLRPart, LP
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By:
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BLRGP Inc.
General Partner
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By:
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/s/ Bradley L. Radoff
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Name:
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Bradley L. Radoff
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Title:
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Sole Director
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BLRGP Inc.
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By:
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/s/ Bradley L. Radoff
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Name:
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Bradley L. Radoff
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Title:
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Sole Director
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Fondren Management, LP
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By:
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FMLP Inc.
General Partner
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By:
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/s/ Bradley L. Radoff
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Name:
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Bradley L. Radoff
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Title:
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Sole Director
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FMLP Inc.
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By:
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/s/ Bradley L. Radoff
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Name:
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Bradley L. Radoff
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Title:
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Sole Director
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