Amended Statement of Beneficial Ownership (sc 13d/a)
May 05 2020 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 7)1
VAALCO Energy, Inc.
(Name
of Issuer)
Common Stock, $0.10 par value per share
(Title of Class of Securities)
91851C201
(CUSIP Number)
BRADLEY
L. RADOFF
FONDREN
MANAGEMENT LP
1177 West Loop South, Suite
1625
Houston, Texas 77027
STEVE
WOLOSKY
RYAN
NEBEL
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
May 4, 2020
(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
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s 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.
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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BLR Partners LP
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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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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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2,471,000
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OWNED BY
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8
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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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9
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SOLE DISPOSITIVE POWER
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2,471,000
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,471,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.3%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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BLRPart, LP
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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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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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2,471,000
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OWNED BY
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8
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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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9
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SOLE DISPOSITIVE POWER
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2,471,000
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,471,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.3%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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BLRGP Inc.
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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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SOURCE OF FUNDS
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AF
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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|
|
|
|
|
BENEFICIALLY
|
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2,471,000
|
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OWNED BY
|
|
8
|
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SHARED VOTING POWER
|
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EACH
|
|
|
|
|
|
REPORTING
|
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|
|
- 0 -
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PERSON WITH
|
|
9
|
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SOLE DISPOSITIVE POWER
|
|
|
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2,471,000
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10
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SHARED DISPOSITIVE POWER
|
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- 0 -
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
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|
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|
|
2,471,000
|
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.3%
|
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|
14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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Fondren Management, LP
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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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SOURCE OF FUNDS
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AF
|
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
|
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NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
2,471,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,471,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,471,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.3%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
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PN
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1
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NAME OF REPORTING PERSON
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FMLP Inc.
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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(b) ☐
|
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3
|
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SEC USE ONLY
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4
|
|
SOURCE OF FUNDS
|
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|
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|
|
|
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|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
TEXAS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
2,471,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,471,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,471,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.3%
|
|
|
14
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TYPE OF REPORTING PERSON
|
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|
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|
CO
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1
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NAME OF REPORTING PERSON
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The Radoff Family Foundation
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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|
(b) ☐
|
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|
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3
|
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SEC USE ONLY
|
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4
|
|
SOURCE OF FUNDS
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|
|
|
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|
|
|
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|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
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6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
TEXAS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
85,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
85,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
85,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
|
|
|
|
|
|
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|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Bradley L. Radoff
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF, PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
3,906,000*
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
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3,906,000*
|
|
|
|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
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|
|
|
|
|
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
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3,906,000*
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|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
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6.8%*
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|
14
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TYPE OF REPORTING PERSON
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IN
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* Includes 1,350,000 Shares owned directly.
The following constitutes
Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the
Schedule 13D as specifically set forth herein.
|
Item 3.
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Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended
and restated as follows:
The Shares purchased
by BLR Partners and Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,471,000 Shares owned directly by
BLR Partners is approximately $5,005,635, including brokerage commissions. The aggregate purchase price of the 85,000 Shares owned
directly by Radoff Foundation is approximately $158,287, including brokerage commissions.
The Shares directly
owned by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business). The aggregate purchase price of the 1,350,000 Shares directly owned by Mr. Radoff is approximately
$2,905,587, including brokerage commissions.
|
Item 4.
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Purpose of Transaction.
|
Item 4 is hereby amended
to add the following:
On May 4, 2020, Mr.
Radoff and the Issuer extended the termination date of the Agreement (as defined and described in Amendment No. 5 to the Schedule
13D) to June 30, 2020.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a)-(c) are
hereby amended and restated as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 57,456,138 Shares outstanding as of April 27, 2020, which is
the total number of Shares outstanding as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with
the Securities and Exchange Commission on April 29, 2020.
|
(a)
|
As of the date hereof, BLR Partners beneficially owned 2,471,000 Shares.
|
Percentage: Approximately
4.3%
|
(b)
|
1. Sole power to vote or direct vote: 2,471,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,471,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLR Partners has not entered into any transactions in the securities of the Issuer during the past
60 days.
|
|
(a)
|
BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 2,471,000
Shares owned by BLR Partners.
|
Percentage: Approximately
4.3%
|
(b)
|
1. Sole power to vote or direct vote: 2,471,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,471,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLRPart GP has not entered into any transactions in the securities of the Issuer during the past
60 days.
|
|
(a)
|
BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 2,471,000
Shares owned by BLR Partners.
|
Percentage: Approximately
4.3%
|
(b)
|
1. Sole power to vote or direct vote: 2,471,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,471,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLRGP has not entered into any transactions in the securities of the Issuer during the past 60
days.
|
|
(a)
|
Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner
of the 2,471,000 Shares owned by BLR Partners.
|
Percentage: Approximately
4.3%
|
(b)
|
1. Sole power to vote or direct vote: 2,471,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,471,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Fondren Management has not entered into any transactions in the securities of the Issuer during
the past 60 days.
|
|
(a)
|
FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 2,471,000
Shares owned by BLR Partners.
|
Percentage: Approximately
4.3%
|
(b)
|
1. Sole power to vote or direct vote: 2,471,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,471,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
FMLP has not entered into any transactions in the securities of the Issuer during the past 60 days.
|
|
(a)
|
As of the date hereof, Radoff Foundation beneficially owned 85,000 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 85,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 85,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Radoff Foundation has not entered into any transactions in the securities of the Issuer during
the past 60 days.
|
|
(a)
|
As of the date hereof, Mr. Radoff directly owned 1,350,000 Shares.
Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP and a director of Radoff Foundation, may be deemed
the beneficial owner of the (i) 2,471,000 Shares owned by BLR Partners and (ii) 85,000 Shares owned by Radoff Foundation.
|
Percentage: Approximately
6.8%
|
(b)
|
1. Sole power to vote or direct vote: 3,906,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,906,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Radoff has not entered into any transactions in the securities of the Issuer during the past
60 days.
|
The filing of this
Schedule 13D shall not be deemed 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 securities of the Issuer he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby amended
to add the following:
On May 4, 2020, Mr.
Radoff and the Issuer extended the termination date of the Agreement (as defined and described in Amendment No. 5 to the Schedule
13D) to June 30, 2020.
SIGNATURES
After reasonable inquiry
and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: May 4, 2020
|
BLR Partners LP
|
|
|
|
By:
|
BLRPart, LP
General Partner
|
|
|
|
|
By:
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
Bradley L. Radoff
|
|
|
Title:
|
Sole Director
|
|
BLRPart, LP
|
|
|
|
By:
|
BLRGP Inc.
General Partner
|
|
|
|
|
By:
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
Bradley L. Radoff
|
|
|
Title:
|
Sole Director
|
|
BLRGP Inc.
|
|
|
|
By:
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
Bradley L. Radoff
|
|
|
Title:
|
Sole Director
|
|
Fondren Management, LP
|
|
|
|
By:
|
FMLP Inc.
General Partner
|
|
|
|
|
By:
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
Bradley L. Radoff
|
|
|
Title:
|
Sole Director
|
|
FMLP Inc.
|
|
|
|
By:
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
Bradley L. Radoff
|
|
|
Title:
|
Sole Director
|
|
The Radoff Family Foundation
|
|
|
|
By:
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
Bradley L. Radoff
|
|
|
Title:
|
Director
|
|
/s/ Bradley L. Radoff
|
|
Bradley L. Radoff
|
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