Amended Statement of Beneficial Ownership (sc 13d/a)
March 20 2017 - 6:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Pacific
Ethanol, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
69423U305
(CUSIP Number)
Janet Miller
Chief Operating Officer and General Counsel
Candlewood Investment Group, LP
555 Theodore Fremd Ave., Suite C-303
Rye, NY 10580
(212)
493-4495
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 16, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e),
240.13d-1(f)
or
240.13d-1(g),
check the following box. ☐
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Section
240.13d-7
for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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1.
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Names of
Reporting Persons.
Candlewood Investment Group, LP
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,603,196
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,603,196
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,603,196
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
9.1
%
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14.
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Type of Reporting Person (See
Instructions)
IA
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1.
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Names of
Reporting Persons.
Michael Lau
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
United
States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
7,284
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8.
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Shared Voting Power
3,603,196
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9.
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Sole Dispositive Power
7,284
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10.
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Shared Dispositive Power
3,603,196
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,610,480
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
9.1
%
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14.
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Type of Reporting Person (See
Instructions)
IN
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1.
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Names of
Reporting Persons.
David Koenig
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
United
States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
2,742
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8.
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Shared Voting Power
3,603,196
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9.
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Sole Dispositive Power
2,742
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10.
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Shared Dispositive Power
3,603,196
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,605,938
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
9.1%
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14.
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Type of Reporting Person (See
Instructions)
IN
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1.
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Names of
Reporting Persons.
Phil DeSantis
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
United
States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
4,207
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8.
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Shared Voting Power
3,603,196
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9.
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Sole Dispositive Power
4,207
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10.
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Shared Dispositive Power
3,603,196
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,607,403
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
9.1%
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14.
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Type of Reporting Person (See
Instructions)
IN
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1.
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Names of
Reporting Persons.
Jonathan Weiss
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
United
States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,603,196
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,603,196
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,603,196
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
9.1%
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14.
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Type of Reporting Person (See
Instructions)
IN
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1.
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Names of
Reporting Persons.
Candlewood Investment Group General, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,603,196
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,603,196
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,603,196
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
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Percent of Class Represented by Amount
in Row (11)
9.1%
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14.
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Type of Reporting Person (See
Instructions)
OO
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1.
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Names of
Reporting Persons.
Candlewood Special Situations General, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,603,196
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9.
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Sole Dispositive Power
0
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10.
|
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Shared Dispositive Power
3,603,196
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,603,196
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
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Percent of Class Represented by Amount
in Row (11)
9.1%
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14.
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Type of Reporting Person (See
Instructions)
OO
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1.
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Names of
Reporting Persons.
Candlewood Special Situations Master Fund, Ltd.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Cayman
Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,603,196
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,603,196
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,603,196
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
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Percent of Class Represented by Amount
in Row (11)
9.1%
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14.
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Type of Reporting Person (See
Instructions)
OO
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Item 5.
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Interest in Securities of the Issuer
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Item 5 is amended and restated as follows:
(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set
forth in row 13 is based on 39,811,296 outstanding shares of Common Stock as of March 15, 2017, as reported in the Issuers Form
10-K
filed on March 15, 2017. Certain private investment funds
advised by the Investment Manager, including the Special Situations Fund, directly hold the shares of Common Stock. The Fund GP serves as general partner to certain of these private investment funds, including the Special Situations Fund.
The Special Situations Fund and certain other private investment funds advised by the Investment Manager also directly hold shares of
non-voting
common stock, $0.001 par value, of the Issuer (the
Non-Voting
Common Stock
). The Special Situations Fund holds 1,797,147 shares of
Non-Voting
Common Stock and certain other private investment funds advised by the Investment Manager hold, in the aggregate, 285,941 shares of
Non-Voting
Common Stock. The
Non-Voting
Common Stock are convertible on a
one-for-one
basis into Common Stock (i) if the holder of such shares of
Non-Voting
Common Stock and any of its affiliates would not, after such conversion, beneficially own greater than 9.99% of the Companys outstanding shares of Common Stock and (ii) no earlier than
sixty-one
days after the Company receives a notice of conversion from the holder. Because the Reporting Persons cannot acquire such converted Common Stock within sixty days, they do not have beneficial ownership of
such converted Common Stock.
(c) Schedule B sets forth all transactions with respect to the Common Stock effected by any Reporting Person
and any person named in Schedule A since the filing of Amendment No. 4 to the Schedule 13D.
(d) The private investment funds advised
by the Investment Manager that directly hold the shares of Common Stock 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 (the
Economic
Interest
) reported as beneficially owned by the Investment Manager, the Fund GP, the Manager GP and the Managing Partners. The Economic Interest of the Special Situations Fund exceeds five percent of the Common Stock.
(e) Not applicable.
SIGNATURES
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.
Dated: March 17, 2017
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CANDLEWOOD INVESTMENT GROUP, LP
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By:
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/s/ Janet Miller
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Name:
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Janet Miller
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Title:
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COO/GC/Authorized Person
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CANDLEWOOD INVESTMENT GROUP GENERAL, LLC
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By:
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/s/ Michael Lau
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Name:
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Michael Lau
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Title:
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Manager
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CANDLEWOOD SPECIAL SITUATIONS MASTER FUND, LTD.
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By:
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/s/ David Koenig
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Name:
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David Koenig
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Title:
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Portfolio Manager
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CANDLEWOOD SPECIAL SITUATIONS GENERAL, LLC
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By:
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/s/ Michael Lau
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Name:
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Michael Lau
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Title:
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Class A Member
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/s/ Michael Lau
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Michael Lau
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/s/ David Koenig
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David Koenig
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/s/ Phil DeSantis
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Phil DeSantis
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/s/ Jonathan Weiss
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Jonathan Weiss
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Schedule B
Except as otherwise noted below, all such transactions were sales of Common Stock effected in the open market.
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Name
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Date of Transaction
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Amount of Securities
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Price per Share
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Special Situations Fund
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March 15, 2017
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93,724
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(1)
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$
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6.7612
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(2)
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Funds advised by the Investment Manager
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March 15, 2017
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1,382
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(1)
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$
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6.7612
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(2)
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Special Situations Fund
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March 15, 2017
|
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246,368
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(1)
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$
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6.70
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Funds advised by the Investment Manager
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March 15, 2017
|
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3,632
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(1)
|
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$
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6.70
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Special Situations Fund
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March 16, 2017
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134,162
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(1)
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$
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6.7223
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(3)
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Funds advised by the Investment Manager
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March 16, 2017
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1,978
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(1)
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$
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6.7223
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(3)
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Special Situations Fund
|
|
|
March 16, 2017
|
|
|
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246,368
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(1)
|
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$
|
6.70
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Funds advised by the Investment Manager
|
|
|
March 16, 2017
|
|
|
|
3,632
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(1)
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$
|
6.70
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|
Special Situations Fund
|
|
|
March 17, 2017
|
|
|
|
87,712
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(1)
|
|
$
|
6.7351
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(4)
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Funds advised by the Investment Manager
|
|
|
March 17, 2017
|
|
|
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1,293
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(1)
|
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$
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6.7351
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(4)
|
Special Situations Fund
|
|
|
March 17, 2017
|
|
|
|
344,915
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(1)
|
|
$
|
6.65
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|
Funds advised by the Investment Manager
|
|
|
March 17, 2017
|
|
|
|
5,085
|
(1)
|
|
$
|
6.65
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|
Special Situations Fund
|
|
|
March 17, 2017
|
|
|
|
246,368
|
(1)
|
|
$
|
6.70
|
|
Funds advised by the Investment Manager
|
|
|
March 17, 2017
|
|
|
|
3,632
|
(1)
|
|
$
|
6.70
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|
(1)
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The shares sold were allocated among the selling private investment funds pursuant to the Investment Managers trade allocation policy.
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(2)
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The transactions were executed in multiple trades at prices ranging from $6.70 to $7.05. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each
separate price will be provided upon request by the staff of the Securities and Exchange Commission.
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(3)
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The transactions were executed in multiple trades at prices ranging from $6.70 to $6.85. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each
separate price will be provided upon request by the staff of the Securities and Exchange Commission.
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(4)
|
The transactions were executed in multiple trades at prices ranging from $6.70 to $6.78. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each
separate price will be provided upon request by the staff of the Securities and Exchange Commission.
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