Statement of Ownership (sc 13g)
July 28 2015 - 06:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CALLON
PETROLEUM COMPANY
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
13123X102
(CUSIP Number)
May 26, 2015
(Date
of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule
13d-1(b)
þ Rule 13d-1(c)
¨ Rule 13d-1(d)
* |
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 the disclosures provided in a prior cover page. |
The information required in 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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Names of
Reporting Persons. Brenham Capital Management, L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization Delaware |
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
4,300,000 |
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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
4,300,000 |
9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,300,000 |
10. |
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
11. |
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Percent of Class Represented by Amount
in Row (9) 6.5% (1) |
12. |
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Type of Reporting Person (See
Instructions) PN, IA |
(1) |
Based upon 65,871,037 shares of common stock outstanding as of April 30, 2015, as disclosed in Callon Petroleum Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, that was filed by Callon
Petroleum Company with the Securities and Exchange Commission on May 7, 2015. |
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1. |
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Names of
Reporting Persons. Brenham Management, LLC |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization Delaware |
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
4,300,000 |
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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
4,300,000 |
9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,300,000 |
10. |
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
11. |
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Percent of Class Represented by Amount
in Row (9) 6.5% (1) |
12. |
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Type of Reporting Person (See
Instructions) OO |
(1) |
Based upon 65,871,037 shares of common stock outstanding as of April 30, 2015, as disclosed in Callon Petroleum Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, that was filed by Callon
Petroleum Company with the Securities and Exchange Commission on May 7, 2015. |
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1. |
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Names of
Reporting Persons. Brenham Master Fund, L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization Cayman Islands |
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
4,300,000 |
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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
4,300,000 |
9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,300,000 |
10. |
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
11. |
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Percent of Class Represented by Amount
in Row (9) 6.5% (1) |
12. |
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Type of Reporting Person (See
Instructions) PN, HC |
(1) |
Based upon 65,871,037 shares of common stock outstanding as of April 30, 2015, as disclosed in Callon Petroleum Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, that was filed by Callon
Petroleum Company with the Securities and Exchange Commission on May 7, 2015. |
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1. |
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Names of
Reporting Persons. John Labanowski |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization United States |
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
4,300,000 |
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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
4,300,000 |
9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,300,000 |
10. |
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
11. |
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Percent of Class Represented by Amount
in Row (9) 6.5% (1) |
12. |
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Type of Reporting Person (See
Instructions) IN, HC |
(1) |
Based upon 65,871,037 shares of common stock outstanding as of April 30, 2015, as disclosed in Callon Petroleum Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, that was filed by Callon
Petroleum Company with the Securities and Exchange Commission on May 7, 2015. |
Item 1.
Callon Petroleum Company
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(b) |
Address of Issuers Principal Executive Offices |
200 North Canal Street
Natchez, MS 39120
Item 2.
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(a) |
Name of Person Filing |
This statement is being jointly filed by and on behalf of each
of Brenham Capital Management, L.P., Brenham Management, LLC, Brenham Master Fund, L.P. and John Labanowski. Brenham Master Fund, L.P. is the record and direct beneficial owner of the securities covered by this statement. Brenham Capital Management,
L.P. serves as investment adviser to and managing general partner of, and may be deemed to beneficially own securities owned by, Brenham Master Fund, L.P. Brenham Management, LLC serves as general partner to, and may be deemed to beneficially own
securities owned by, Brenham Capital Management, L.P. Mr. Labanowski is the manager and sole member of, and may be deemed to beneficially own securities owned by, Brenham Management, LLC.
Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such
person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act
or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the
issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
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(b) |
Address of Principal Business Office or, if none, Residence |
The address of the
principal business office of each reporting person is 3963 Maple Avenue, Suite 290, Dallas, Texas 75219.
See Item 4 on the cover page(s) hereto.
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(d) |
Title of Class of Securities |
Common Stock
13123X102
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: |
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(a) |
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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) |
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A 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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An 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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An 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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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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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) |
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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) |
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A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J); |
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(k) |
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of
institution: .
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(a) |
Amount beneficially owned: See Item 9 on the cover page(s) hereto. |
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(b) |
Percent of class: See Item 11 on the cover page(s) hereto. |
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(c) |
Number of shares as to which such person has: |
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(i) |
Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto. |
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(ii) |
Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto. |
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(iii) |
Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto. |
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(iv) |
Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto. |
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.
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 other than activities solely in connection with a nomination under § 240.14a-11.
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.
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Date: July 27, 2015 |
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Brenham Capital Management, L.P. |
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By: |
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Brenham Management, LLC., |
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its General Partner |
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By: |
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/s/ John Labanowski |
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Name: |
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John Labanowski |
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Title: |
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Manager |
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Brenham Management, LLC |
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By: |
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/s/ John Labanowski |
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Name: |
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John Labanowski |
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Title: |
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Manager |
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Brenham Master Fund, L.P. |
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By: |
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Brenham Capital Management, L.P., |
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its Managing General Partner |
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By: |
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Brenham Management, LLC., |
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its General Partner |
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By: |
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/s/ John Labanowski |
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Name: |
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John Labanowski |
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Title: |
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Manager |
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John Labanowski |
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By: |
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/s/ John Labanowski |
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Name: |
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John Labanowski |
EXHIBIT INDEX
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Exhibit |
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Description of Exhibit |
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99.1 |
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Joint Filing Agreement (filed herewith). |
EXHIBIT 99.1
JOINT FILING AGREEMENT
July 27, 2015
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and
regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including
any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing,
furnishing, and/or incorporation by reference of this Joint Filing Agreement as an exhibit thereto. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party
hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this
Joint Filing Agreement to be executed and effective as of the date first written above.
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Date: July 27, 2015 |
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Brenham Capital Management, L.P. |
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By: |
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Brenham Management, LLC., |
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its General Partner |
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By: |
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/s/ John Labanowski |
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Name: |
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John Labanowski |
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Title: |
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Manager |
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Brenham Management, LLC |
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By: |
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/s/ John Labanowski |
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Name: |
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John Labanowski |
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Title: |
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Manager |
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Brenham Master Fund, L.P. |
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By: |
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Brenham Capital Management, L.P., |
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its Managing General Partner |
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By: |
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Brenham Management, LLC., |
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its General Partner |
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By: |
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/s/ John Labanowski |
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Name: |
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John Labanowski |
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Title: |
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Manager |
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John Labanowski |
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By: |
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/s/ John Labanowski |
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Name: |
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John Labanowski |
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