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CUSIP No. 24372A305
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1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Jamaka Capital Management LLC
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
AF
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
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6 Citizen or Place of Organization
Texas, USA
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Number of 7 Sole Voting Power
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Shares
Beneficially 8 Shared Voting 1,484,091
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Owned by
Each 9 Sole Dispositive Power
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Reporting
Person With 10 Shared Dispositive Power 1,484,091
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,484,091
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11) 9.6%
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14 Type of Reporting Person (See Instructions)
HC - General Partner
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CUSIP No. 24372A305
------------------------------------------------
--------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Jamaka Capital LP
--------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
WC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
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6 Citizen or Place of Organization
Texas, USA
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Number of 7 Sole Voting Power
--------------------------------------------------------
Shares
Beneficially 8 Shared Voting 1,484,091
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Owned by
Each 9 Sole Dispositive Power
--------------------------------------------------------
Reporting
Person With 10 Shared Dispositive Power 1,484,091
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,484,091
--------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11) 9.6%
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14 Type of Reporting Person (See Instructions)
PN
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CUSIP No. 24372A305
------------------------------------------------
--------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David J. Douglas
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
AF
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
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6 Citizen or Place of Organization
United States Citizen
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Number of 7 Sole Voting Power
--------------------------------------------------------
Shares
Beneficially 8 Shared Voting 1,484,091
--------------------------------------------------------
Owned by
Each 9 Sole Dispositive Power
--------------------------------------------------------
Reporting
Person With 10 Shared Dispositive Power 1,484,091
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,484,091
--------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 9.6%
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14 Type of Reporting Person (See Instructions)
IN
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Item 1. Security and Issuer
This Statement on Schedule 13D relates to the common shares, $.001 par
value (the "Common Shares"), of Deep Down, Inc., a Nevada corporation,
with principal executive offices located at 8827 W. Sam Houston
Parkway N., Suite 100, Houston, Texas 77040.
Item 2. Identity and Background
(a) This statement is filed by:
(i) Jamaka Capital Management LLC, a Texas limited liability company, which
serves as the general partner of Jamaka Capital LP;
(ii) Jamaka Capital LP, a Texas limited partnership; and
(iii) David J. Douglas, who is the sole member of Jamaka Capital
Management LLC.
Each of the foregoing is referred to as a "Reporting Person" and
collectively as the "Reporting Persons." Each of the Reporting Persons
is party to theJoint Filing Agreement attached as Exhibit 1.
(b) The address of the principal office of each of Jamaka Capital
Management LLC, Jamaka Capital LP, and Mr. Douglas is 3889 Maple Avenue,
Dallas, Texas 75219.
(c) The principal business of Jamaka Capital Management LLC is serving
as the general partner of Jamaka Capital LP. The principal business of
Jamaka Capital LP is investing in securities. The principal occupation
of Mr. Douglas is serving as the managing member of Jamaka Capital
Management LLC.
(d) During the last five years, no Reporting Persons have been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, no Reporting Persons 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.
(f) Mr. Douglas is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
As of February 6, 2017 Jamaka Capital LP has acquire 1,484,091 shares
of the Common Stock of the Company on the open market for total
consideration of $1,078,209, including brokerage commissions. Shares
were purchased with the working capital of Jamaka Capital LP.
Item 4. Purpose of Transaction
The Reporting Persons purchased the Shares based on the Reporting
Persons' belief that the Shares, when purchased, were undervalued and
represented an attractive investment opportunity. Depending upon
overall market conditions, other investment opportunities available
to the Reporting Persons, and the availability of Shares at prices
that would make the purchase or sale of Shares desirable, the
Reporting Persons may endeavor to increase or decrease their position
in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on
such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons have engaged, and intend to continue to engage, in
general discussions with the Issuer's Board of Directors (the "Board")
and management team, including with respect to the composition of the
Board. In the course of such discussions, the Reporting Persons have
informally suggested a director candidate that the Reporting Persons
believe would be a valuable addition to the Board.
No Reporting Person has any present plan or proposal which would relate
to or result in any of the matters set forth in subparagraphs (a)-(j)
of Item 4 of Schedule 13D except as set forth herein or such as would
occur upon or in connection with completion of, or following, any of the
actions discussed herein. The Reporting Persons intend to review their
investment in the Issuer on a continuing basis. Depending on various
factors including, without limitation, the Issuer's financial position
and investment strategy, the price levels of the Shares, conditions in
the securities markets and general economic and industry conditions, the
Reporting Persons may in the future take such actions with respect to
their investment in the Issuer as they deem appropriate including,
without limitation, engaging in additional communications with management
and the Board of the Issuer, engaging in discussions with stockholders of
the Issuer and others about the Issuer and the Reporting Persons'
investment, making proposals to the Issuer concerning changes to the
capitalization, ownership structure, board structure (including Board
composition) or operations of the Issuer, purchasing additional Shares,
selling some or all of their Shares, or changing their intention with
respect to any and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on February 6, 2017, Jamaka Capital
Management LLC, Jamaka Capital LP, and David J. Douglas were the
beneficial owners of 1,484,091 shares of Common Stock, which constitute
in the aggregate 9.6% of the outstanding shares of Common Stock of the
Company based on 15,493,360 shares of Common Stock outstanding pursuant
to the Form 10-Q for the quarterly period ending September 30, 2016 as
filed by the Company on November 11, 2016.
(b) Jamaka Capital Management LLC, Jamaka Capital LP, and Mr. Douglas
have the shared power to vote, direct the voting of, dispose of and
direct the disposition of the Common Stock beneficially owned as
described in Item 5(a) above.
(c) The Reporting Persons have not entered into any transactions in the
Shares of the Company during the past 60 days.
(d) No person other than the Reporting Persons 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 Common Stock owned by them.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 7, 2017
JAMAKA CAPITAL MANAGEMENT, LLC
/S/ David J. Douglas
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Name: David J. Douglas
Title: Managing Member
JAMAKA CAPITAL LP
By: JAMAKA CAPITAL MANAGEMENT, LLC
its general partner
/S/ David J. Douglas
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Name: David J. Douglas
Title: Managing Member
DAVID J. DOUGLAS
/S/ David J. Douglas
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David J. Douglas, individually
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Date: February 6, 2017
JAMAKA CAPITAL MANAGEMENT, LLC
/S/ David J. Douglas
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Name: David J. Douglas
Title: Managing Member
JAMAKA CAPITAL LP
By: JAMAKA CAPITAL MANAGEMENT, LLC
its general partner
/S/ David J. Douglas
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Name: David J. Douglas
Title: Managing Member
DAVID J. DOUGLAS
/S/ David J. Douglas
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David J. Douglas, individually
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