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1
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NAME OF REPORTING PERSONS
Pacific View Asset
Management (UK) LLP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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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
United Kingdom
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
689,783shares
of common stock
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
689,783 shares of common stock
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
689,783 shares of common stock |
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% of all of the outstanding shares of common stock
of the Issuer
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12
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TYPE
OF REPORTING PERSON
PN
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CUSIP No. 24372A305
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SCHEDULE
13G/A
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Page 5 of 9 Pages
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| Item 1. |
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(a) Name of Issuer |
DEEP DOWN, INC. (the
“Issuer”)
| Item 1. |
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(b) Address of Issuer’s Principal
Executive Offices |
18511 Beaumont Highway
Houston, TX 77049
| Item 2. |
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(a, b, c) Names of Person Filing,
Address of Principal Business Office, Citizenship: |
This Schedule 13G/A is being filed on
behalf of (i) PVAM Perlus Microcap Fund L.P., a limited partnership
formed under the laws of the Cayman Islands; (ii) PVAM Holdings
Ltd., a corporation formed under the laws of the United Kingdom;
and (iii) Pacific View Asset Management (UK) LLP, a limited
liability partnership formed under the laws of the United Kingdom
(together, the “Reporting Persons”).
The Reporting Persons have entered
into a Joint Filing Agreement, a copy of which is filed with this
Schedule 13G/A as Exhibit A, pursuant to which the Reporting
Persons have agreed to file this Schedule 13G/A jointly in
accordance with the provisions of Rule 13d-1(k) of the Securities
Exchange Act of 1934, as amended.
The principal business office address
of PVAM Perlus Microcap Fund L.P. is c/o Conyers Trust Company
(Cayman) Limited Cricket Square, Hutchins Drive, P.O. Box 2681
Grand Cayman, KY1-1111 Cayman Islands.
The principal business office address
of PVAM Holdings Ltd. is 8th Floor, 20 Farringdon Street, London,
EC4A 4AB, United Kingdom.
The principal business office address
of Pacific View Asset Management (UK) LLP is 8th Floor, 20
Farringdon Street, London, EC4A 4AB, United Kingdom.
| Item 2. |
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(d) Title of Class of
Securities |
Common Stock, par value $0.001 per
share
24372A305
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CUSIP No. 24372A305
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SCHEDULE
13G/A
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Page 6 of 9 Pages
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable
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(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o); |
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(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c); |
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(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c); |
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(d) |
¨ |
Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
o |
An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
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(g) |
¨ |
A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ |
A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
¨ |
A non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J); |
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(k) |
¨ |
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of
institution: |
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CUSIP No. 24372A305
|
SCHEDULE
13G/A
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Page 7 of 9 Pages
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Item
4. Ownership
Information with respect to the
Reporting Persons' ownership of the Common Stock as of December 31,
2019, is incorporated by reference to items (5) - (9) and (11) of
the cover page of the respective Reporting Person.
The amount beneficially owned by each
Reporting Person is determined based on 13,290,680 shares of Common
Stock outstanding as of November 12, 2019, as the Issuer reported
in its most recent Form 10-Q filed with the SEC on November 12,
2019.
Item 5. Ownership of Five Percent or
Less of a Class
If this statement is being filed to
report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Item 6. Ownership of More Than Five
Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and
Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person
Not Applicable.
Item 8. Identification and
Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of
Group
Not Applicable.
Item 10.
Certification
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above
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.
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CUSIP No. 24372A305
|
SCHEDULE
13G/A
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Page 8 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and
correct.
Dated: February 14,
2020
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PVAM
PERLUS MICROCAP FUND L.P.
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By: |
/s/
Steven Druskin |
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Steven
Druskin, Director of PVAM Limited, as General Partner |
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PVAM
HOLDINGS LTD.
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By: |
/s/
Steven Druskin |
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Steven
Druskin, Director |
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PACIFIC
VIEW ASSET MANAGEMENT (UK) LLP
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By: |
/s/
Steven Druskin |
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Steven
Druskin, Authorized Signatory |
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