- Amended Statement of Beneficial Ownership (SC 13D/A)
September 05 2012 - 6:02AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
CONSTELLATION ENERGY PARTNERS LLC
|
(Name of Issuer)
|
Common Units Representing Class B Limited Liability Company Interests
|
(Title of Class of Securities)
(CUSIP Number)
|
David J. Klvac
210 Park Avenue
Oklahoma City, OK 73102
(405) 600-7704
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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.
¨
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CUSIP No. 21038E 10 1
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Page 2 of 14
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1
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NAME OF REPORTING PERSON
PostRock Energy Corporation
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH
|
|
7
|
|
SOLE VOTING POWER:
5,918,894 common units*
|
|
8
|
|
SHARED VOTING POWER:
0
|
|
9
|
|
SOLE DISPOSITIVE POWER:
5,918,894 common units*
|
|
10
|
|
SHARED DISPOSITIVE POWER:
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON:
5,918,894 common
units*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
25.0%**
|
14
|
|
TYPE OF REPORTING PERSON
CO
(Corporation)
|
*
|
PostRock Energy Corporation may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation
Energy Partners LLC.
|
**
|
The calculations in this Schedule 13D are based on the Issuers disclosure in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, that
23,681,878 shares of Class B limited liability company interests were outstanding as of August 9, 2012.
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CUSIP No. 21038E 10 1
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Page 3 of 14
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1
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NAME OF REPORTING PERSON
Constellation Energy Partners Management, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH
|
|
7
|
|
SOLE VOTING POWER:
5,918,894 common units*
|
|
8
|
|
SHARED VOTING POWER:
0
|
|
9
|
|
SOLE DISPOSITIVE POWER:
5,918,894 common units*
|
|
10
|
|
SHARED DISPOSITIVE POWER:
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON:
5,918,894 common
units*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
25.0%
|
14
|
|
TYPE OF REPORTING
PERSON
OO (Limited liability company)
|
*
|
Constellation Energy Partners Management, LLC may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in
Constellation Energy Partners LLC.
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CUSIP No. 21038E 10 1
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Page 4 of 14
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1
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NAME OF REPORTING PERSON
White Deer Energy L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH
|
|
7
|
|
SOLE VOTING POWER:
0
|
|
8
|
|
SHARED VOTING POWER:
5,918,894 common units*
|
|
9
|
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
|
SHARED DISPOSITIVE POWER:
5,918,894 common units*
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON:
5,918,894 common
units*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
25.0%
|
14
|
|
TYPE OF REPORTING
PERSON
PN (Limited Issuer)
|
*
|
White Deer Energy L.P. may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation Energy
Partners LLC.
|
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CUSIP No. 21038E 10 1
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Page 5 of 14
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1
|
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NAME OF REPORTING PERSON
White Deer Energy TE L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH
|
|
7
|
|
SOLE VOTING POWER:
0
|
|
8
|
|
SHARED VOTING POWER:
5,918,894 common units*
|
|
9
|
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
|
SHARED DISPOSITIVE POWER:
5,918,894 common units*
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON:
5,918,894 common
units*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
25.0%
|
14
|
|
TYPE OF REPORTING
PERSON
PN (Limited Issuer)
|
*
|
White Deer Energy TE L.P. may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation Energy
Partners LLC.
|
|
|
|
CUSIP No. 21038E 10 1
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Page 6 of 14
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1
|
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NAME OF REPORTING PERSON
White Deer Energy FI L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH
|
|
7
|
|
SOLE VOTING POWER:
0
|
|
8
|
|
SHARED VOTING POWER:
5,918,894 common units*
|
|
9
|
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
|
SHARED DISPOSITIVE POWER:
5,918,894 common units*
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON:
5,918,894 common
units*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
25.0%
|
14
|
|
TYPE OF REPORTING
PERSON
PN (Limited Issuer)
|
*
|
White Deer Energy FI L.P. may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation Energy
Partners LLC.
|
|
|
|
CUSIP No. 21038E 10 1
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Page 7 of 14
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1
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NAME OF REPORTING PERSON
Edelman & Guill Energy L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH
|
|
7
|
|
SOLE VOTING POWER:
0
|
|
8
|
|
SHARED VOTING POWER:
5,918,894 common units*
|
|
9
|
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
|
SHARED DISPOSITIVE POWER:
5,918,894 common units*
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON:
5,918,894 common
units*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
25.0%
|
14
|
|
TYPE OF REPORTING
PERSON
PN (Limited Issuer)
|
*
|
Edelman & Guill Energy L.P. may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation
Energy Partners LLC.
|
|
|
|
CUSIP No. 21038E 10 1
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Page 8 of 14
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1
|
|
NAME OF REPORTING PERSON
Edelman & Guill Energy Ltd.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH
|
|
7
|
|
SOLE VOTING POWER:
0
|
|
8
|
|
SHARED VOTING POWER:
5,918,894 common units*
|
|
9
|
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
|
SHARED DISPOSITIVE POWER:
5,918,894 common units*
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON:
5,918,894 common
units*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
25.0%
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
*
|
Edelman & Guill Energy Ltd. may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation
Energy Partners LLC.
|
|
|
|
CUSIP No. 21038E 10 1
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Page 9 of 14
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1
|
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NAME OF REPORTING PERSON
Thomas J. Edelman
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH
|
|
7
|
|
SOLE VOTING POWER:
0
|
|
8
|
|
SHARED VOTING POWER:
5,918,894 common units*
|
|
9
|
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
|
SHARED DISPOSITIVE POWER:
5,918,894 common units*
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON:
5,918,894 common
units*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
25.0%
|
14
|
|
TYPE OF REPORTING
PERSON
IN
|
*
|
Thomas J. Edelman may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation Energy Partners
LLC.
|
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CUSIP No. 21038E 10 1
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Page 10 of 14
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1
|
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NAME OF REPORTING PERSON
Ben A. Guill
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH
|
|
7
|
|
SOLE VOTING POWER:
0
|
|
8
|
|
SHARED VOTING POWER:
5,918,894 common units*
|
|
9
|
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
|
SHARED DISPOSITIVE POWER:
5,918,894 common units*
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON:
5,918,894 common
units*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
25.0%
|
14
|
|
TYPE OF REPORTING
PERSON
IN
|
*
|
Ben A. Guill may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation Energy Partners LLC.
|
|
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CUSIP No. 21038E 10 1
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Page 11 of 14
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SCHEDULE 13D
Explanatory Note:
This Amendment No. 2 amends and supplements the Statement on Schedule 13D (the Initial Statement), filed by the reporting persons named in Item 2 thereof (the
Reporting Persons) on August 18, 2011, as amended by Amendment No. 1 thereto, relating to the Class B limited liability company interests (the Common Units) of Constellation Energy Partners LLC (the
Issuer).
Item 1.
|
Security and Issuer.
|
This Statement is being filed with respect to the Common Units of the Issuer. The address of the principal executive offices of the Issuer
is 1801 Main Street, Suite 1300, Houston, Texas 77002.
Item 4.
|
Purpose of Transaction
|
Item 4(d) of the Initial Statement is hereby amended and restated as follows:
Constellation Energy Partners Management, LLC, a Delaware limited liability company (CEPM), as the record holder of all of
the Class A Units, has the right to appoint two of the five members of the Board of Managers of the Issuer (the Class A Managers). On August 30, 2012, CEPM delivered written notice to the Issuer of its appointment of Gary
Pittman to serve as a Class A Manager, filling the vacancy created upon the resignation of Hugh McIntosh. CEPM may in the future exercise its right to remove one or more of the existing Class A Managers and replace them with designees of
CEPM.
Item 7.
|
Material to be Filed as Exhibits.
|
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|
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Exhibit A*
|
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Joint Filing Agreement (filed herewith).
|
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Exhibit B
|
|
Purchase Agreement, dated August 8, 2011, by and among PostRock Energy Corporation, Constellation Energy Commodities Group, Inc. and Constellation Energy Partners Holdings, LLC
(attached as Exhibit 2.1 to PostRock Energy Corporations current report on Form 8-K (File No. 001-34635) filed with the Commission on August 12, 2011 and incorporated herein by reference).
|
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|
Exhibit C
|
|
Second Amended and Restated Operating Agreement of Constellation Energy Partners LLC, dated as of November 26, 2006 (attached as Exhibit 3.1 to the Issuers current report
on Form 8-K (File No. 001-33147) filed with the Commission on November 28, 2006 and incorporated herein by reference).
|
|
|
Exhibit D
|
|
Amendment No. 1 to the Second Amended and Restated Operating Agreement of Constellation Energy Partners LLC, dated as of April 23, 2007 (attached as Exhibit 3.1 to the
Issuers current report on Form 8-K (File No. 001-33147) filed with the Commission on April 24, 2007 and incorporated herein by reference).
|
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|
Exhibit E
|
|
Amendment No. 2 to the Second Amended and Restated Operating Agreement of Constellation Energy Partners LLC, dated as of July 25, 2007 (attached as Exhibit 3.1 to the
Issuers current report on Form 8-K (File No. 001-33147) filed with the Commission on July 26, 2007 and incorporated herein by reference).
|
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|
Exhibit F
|
|
Amendment No. 3 to the Second Amended and Restated Operating Agreement of Constellation Energy Partners LLC, dated as September 21, 2007 (attached as Exhibit 3.1 to the
Issuers current report on Form 8-K (File No. 001-33147) filed with the Commission on September 26, 2007 and incorporated herein by reference).
|
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|
Exhibit G
|
|
Amendment No. 4 to the Second Amended and Restated Operating Agreement of Constellation Energy Partners LLC, dated as December 28, 2007 (attached as Exhibit 3.1 to the
Issuers current report on Form 8-K (File No. 001-33147) filed with the Commission on December 28, 2007 and incorporated herein by reference).
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CUSIP No. 21038E 10 1
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Page 12 of 14
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Exhibit H*
|
|
Purchase Agreement, dated December 19, 2011, by and among PostRock Energy Corporation, Constellation Energy Partners Management, LLC, Constellation Energy Commodities Group,
Inc. and Constellation Energy Partners Holdings, LLC.
|
|
|
Exhibit I
|
|
Power of Attorney, granted by Ben A. Guill, in favor of the signatory hereto, dated June 25, 2012.
|
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CUSIP No. 21038E 10 1
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Page 13 of 14
|
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
September 4, 2012
|
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|
POSTROCK ENERGY CORPORATION
|
|
|
By:
|
|
/s/ Stephen L. DeGiuisti
|
|
|
Name: Stephen L. DeGiusti
|
|
|
Title: Executive Vice President, General
|
|
|
Counsel and Secretary
|
|
CONSTELLATION ENERGY PARTNERS MANAGEMENT, LLC
|
|
|
By:
|
|
/s/ Stephen L. DeGiuisti
|
|
|
Name: Stephen L. DeGiusti
|
|
|
Title: Secretary and Treasurer
|
|
WHITE DEER ENERGY L.P.
|
|
By: Edelman & Guill Energy L.P., its general partner
|
|
By: Edelman & Guill Energy Ltd., its general partner
|
|
|
By:
|
|
/s/ Thomas J. Edelman
|
|
|
Name: Thomas J. Edelman
|
|
|
Title: Director
|
|
WHITE DEER ENERGY TE L.P.
|
|
By: Edelman & Guill Energy L.P., its general partner
|
|
By: Edelman & Guill Energy Ltd., its general partner
|
|
|
By:
|
|
/s/ Thomas J. Edelman
|
|
|
Name: Thomas J. Edelman
|
|
|
Title: Director
|
|
WHITE DEER ENERGY FI L.P.
|
|
By: Edelman & Guill Energy L.P., its general partner
|
|
By: Edelman & Guill Energy Ltd., its general partner
|
|
|
By:
|
|
/s/ Thomas J. Edelman
|
|
|
Name: Thomas J. Edelman
|
|
|
Title: Director
|
|
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|
CUSIP No. 21038E 10 1
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Page 14 of 14
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|
EDELMAN & GUILL ENERGY L.P.
|
|
By: Edelman & Guill Energy Ltd., its general partner
|
|
|
By:
|
|
/s/ Thomas J. Edelman
|
|
|
Name: Thomas J. Edelman
|
|
|
Title: Director
|
|
EDELMAN & GUILL ENERGY LTD.
|
|
|
By:
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/s/ Thomas J. Edelman
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Name: Thomas J. Edelman
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Title: Director
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THOMAS J. EDELMAN
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/s/ Thomas J. Edelman
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BEN A. GUILL
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/s/ Thomas J. Edelman
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Attorney-in-Fact for Ben A. Guill
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Evolve Transition Infras... (AMEX:SNMP)
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Evolve Transition Infras... (AMEX:SNMP)
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