(Amendment No. 2)1
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
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 (“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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NAME OF REPORTING PERSON
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BANDERA PARTNERS LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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3,514,115
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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3,514,115
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8
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SHARED DISPOSITIVE POWER
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- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,514,115
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.5%
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12
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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GREGORY BYLINSKY
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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4,800
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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3,514,115
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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4,800
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8
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SHARED DISPOSITIVE POWER
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3,514,115
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,518,915
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.5%
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12
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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JEFFERSON GRAMM
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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206,483
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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3,514,115
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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206,483
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8
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SHARED DISPOSITIVE POWER
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3,514,115
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,720,598
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.0%
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12
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TYPE OF REPORTING PERSON
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IN
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Item 1(a).
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Name of Issuer:
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Star Group, L.P. (the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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9 West Broad Street, Suite 310
Stamford, Connecticut 06902
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Item 2(a).
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Name of Person Filing:
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This statement is filed by Bandera
Partners LLC, a Delaware limited liability company (“Bandera Partners”), Gregory Bylinsky and Jefferson Gramm. Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Bandera Partners, Mr. Bylinsky and
Mr. Gramm are filing this Statement with respect to 3,514,115 Common Units (the
“Master Fund’s Units”) directly held by Bandera Master Fund L.P., a Cayman Islands exempted limited partnership
(“Bandera Master Fund”). In addition, Mr. Gramm is also filing this Statement with respect to 206,483 Common Units
directly owned by Mr. Gramm. Mr. Bylinsky is also filing this Statement with respect to 4,800 Common Units directly owned by Mr.
Bylinsky.
Bandera Partners is the investment
manager of Bandera Master Fund and may be deemed to have beneficial ownership over the Master Fund’s Units by virtue of the
sole and exclusive authority granted to Bandera Partners by Bandera Master Fund to vote and dispose of the Master Fund’s
Units.
Mr. Bylinsky and Mr. Gramm are Managing
Partners, Managing Directors and Portfolio Managers of Bandera Partners.
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 Units (as defined below) reported herein. Each of the Reporting Persons
specifically disclaims beneficial ownership of the Units reported herein. Without limiting the foregoing sentence, Bandera Master
Fund specifically disclaims beneficial ownership of the Master Fund’s Units by virtue of its inability to vote or dispose
of such Units.
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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 principal business address of
each of the Reporting Persons is 50 Broad Street, Suite 1820, New York, New York 10004.
Bandera Partners is organized under
the laws of the State of Delaware. Each of Messrs. Bylinsky and Gramm 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 Units (“Units”).
85512C105
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Item 3.
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If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
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/ /
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Not Applicable
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
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All ownership
information reported in this Item 4 is as of the close of business on December 31, 2020.
Bandera
Partners LLC
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(a)
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Amount beneficially owned:
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3,514,115 Units
8.5%
(based on 41,466,672 Units outstanding as of November 30, 2020, as disclosed in the Issuer’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on December 7, 2020)
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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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3,514,115 Units
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(ii)
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Shared power to vote or to direct the vote
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0 Units
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(iii)
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Sole power to dispose or to direct the disposition of
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3,514,115 Units
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(iv)
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Shared power to dispose or to direct the disposition of
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0 Units
Gregory
Bylinsky
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(a)
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Amount beneficially owned:
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3,518,915 Units
8.5%
(based on 41,466,672 Units outstanding as of November 30, 2020, as disclosed in the Issuer’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on December 7, 2020)
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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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4,800 Units
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(ii)
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Shared power to vote or to direct the vote
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3,514,115 Units
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(iii)
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Sole power to dispose or to direct the disposition of
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4,800 Units
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(iv)
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Shared power to dispose or to direct the disposition of
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3,514,115 Units
Jefferson
Gramm
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(a)
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Amount beneficially owned:
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3,720,598 Units
9.0%
(based on 41,466,672 Units outstanding as of November 30, 2020, as disclosed in the Issuer’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on December 7, 2020)
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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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206,483 Units
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(ii)
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Shared power to vote or to direct the vote
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3,514,115 Units
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(iii)
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Sole power to dispose or to direct the disposition of
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206,483 Units
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(iv)
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Shared power to dispose or to direct the disposition of
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3,514,115 Units
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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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The right to receive dividends
from, or the proceeds from the sale of, the Master Fund’s Units is held by Bandera Master Fund, a private investment fund
for which Bandera Partners serves as investment manager. Bandera Partners, Mr. Bylinsky and Mr. Gramm disclaim beneficial ownership
of the Master Fund’s Units reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as
amended.
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Item 7.
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Identification and Classification of the Subsidiary Which 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 to the Schedule
13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2019.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary
course of business and 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.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: February 12, 2021
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BANDERA PARTNERS LLC
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By:
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/s/ Gregory Bylinsky
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Name:
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Gregory Bylinsky
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Title:
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Managing Director
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By:
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/s/ Gregory Bylinsky
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Name:
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Gregory Bylinsky
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By:
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/s/ Jefferson Gramm
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Name:
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Jefferson Gramm
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