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 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 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).

 

 

 


CUSIP No. 13123X102  

 

  1.   

Names of Reporting Persons.

 

Brenham Capital Management, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

4,300,000

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

4,300,000

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,300,000

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.5% (1)

12.  

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 Company’s 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.


CUSIP No. 13123X102  

 

  1.   

Names of Reporting Persons.

 

Brenham Management, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

4,300,000

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

4,300,000

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,300,000

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.5% (1)

12.  

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 Company’s 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.


CUSIP No. 13123X102  

 

  1.   

Names of Reporting Persons.

 

Brenham Master Fund, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

4,300,000

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

4,300,000

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,300,000

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.5% (1)

12.  

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 Company’s 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.


CUSIP No. 13123X102  

 

  1.   

Names of Reporting Persons.

 

John Labanowski

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

4,300,000

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

4,300,000

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,300,000

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

6.5% (1)

12.  

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 Company’s 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.

 

  (a) Name of Issuer

Callon Petroleum Company

 

  (b) Address of Issuer’s Principal Executive Offices

200 North Canal Street

Natchez, MS 39120

Item 2.

 

  (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.

 

  (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.

 

  (c) Citizenship

See Item 4 on the cover page(s) hereto.

 

  (d) Title of Class of Securities

Common Stock

 

  (e) CUSIP Number

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:

 

  (a)    ¨    A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b)    ¨    A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c)    ¨    An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d)    ¨    An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e)    ¨    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f)    ¨    An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);
  (g)    ¨    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h)    ¨    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (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);
  (j)    ¨    A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
  (k)    ¨    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:             .

 

Item 4. Ownership.

 

  (a) Amount beneficially owned: See Item 9 on the cover page(s) hereto.

 

  (b) Percent of class: See Item 11 on the cover page(s) hereto.

 

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

 

  (ii) Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

 

  (iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

 

  (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.

 

Item 10. Certifications.

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.

 

Date: July 27, 2015     Brenham Capital Management, L.P.
      By:    Brenham Management, LLC.,
        its General Partner
      By:    /s/ John Labanowski
      Name:   John Labanowski
      Title:   Manager
       
      Brenham Management, LLC
      By:   /s/ John Labanowski
      Name:   John Labanowski
      Title:   Manager
       
      Brenham Master Fund, L.P.
       
      By:   Brenham Capital Management, L.P.,
        its Managing General Partner
       
      By:   Brenham Management, LLC.,
        its General Partner
      By:   /s/ John Labanowski
      Name:   John Labanowski
      Title:   Manager
       
      John Labanowski
      By:   /s/ John Labanowski
      Name:    John Labanowski


EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

99.1    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.

 

Date: July 27, 2015     Brenham Capital Management, L.P.
    By:   Brenham Management, LLC.,
      its General Partner
    By:   /s/ John Labanowski
    Name:   John Labanowski
    Title:   Manager
    Brenham Management, LLC
    By:   /s/ John Labanowski
    Name:   John Labanowski
    Title:   Manager
    Brenham Master Fund, L.P.
    By:   Brenham Capital Management, L.P.,
      its Managing General Partner
    By:   Brenham Management, LLC.,
      its General Partner
    By:   /s/ John Labanowski
    Name:   John Labanowski
    Title:   Manager
    John Labanowski
    By:   /s/ John Labanowski
    Name:   John Labanowski
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