UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

 

(Amendment No. 3)

 

Under the Securities Exchange Act of 1934

 

Pacific Coast Oil Trust

(Name of Issuer)
 

Units of Beneficial Interest

(Title of Class of Securities)
 

694103102

(CUSIP Number)
 

Carson Mitchell

Shipyard Capital LP
1477 Ashford Avenue, #2006

San Juan, PR 00907

1-646-509-9519

 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

December 16, 2022

(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. x

 

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.

 

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).

 

 

 

 

 

CUSIP No. 69410310213DPage 2 of 12

 

1.NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 91-1962899
  
 EVERGREEN CAPITAL MANAGEMENT LLC
  
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (SEE INSTRUCTIONS)
  
 (a) x
    
 (b) ¨
  
3.SEC Use Only
4.SOURCE OF FUNDS (SEE INSTRUCTIONS)
  
 WC

5.CHECK BOX 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

 

  3,733,615
8.

SHARED VOTING POWER

 

  0
9.

SOLE DISPOSITIVE POWER

 

  3,733,615
10.

SHARED DISPOSITIVE POWER

 

  0

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,733,615
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.68%
   
14. TYPE OF REPORTING PERSON (see instructions)
   
  IA

 

 

*Percentage calculated based on 38,583,158 units outstanding as of August 1, 2019, as reported in the 10-Q of Pacific Coast Oil Trust, filed with the Securities and Exchange Commission on August 1, 2019.

 

 

 

 

CUSIP No. 69410310213DPage 3 of 12

 

1.NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 47-4835562
  
 SHIPYARD CAPITAL LP
  
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (SEE INSTRUCTIONS)
  
 (a) x
    
 (b) ¨
  
3.SEC Use Only
4.SOURCE OF FUNDS (SEE INSTRUCTIONS)
  
 WC

5.CHECK BOX 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

 

  3,212,503
8.

SHARED VOTING POWER

 

  0
9.

SOLE DISPOSITIVE POWER

 

  3,212,503
10.

SHARED DISPOSITIVE POWER

 

  0

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,212,503
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  8.33%
   
14. TYPE OF REPORTING PERSON (see instructions)
   
  PN

 

 

*Percentage calculated based on 38,583,158 units outstanding as of August 1, 2019, as reported in the 10-Q of Pacific Coast Oil Trust, filed with the Securities and Exchange Commission on August 1, 2019.

 

 

 

CUSIP No. 69410310213DPage 4 of 12

 

1.NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 47-4663148
  
 

SHIPYARD CAPITAL MANAGEMENT LLC

  
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (SEE INSTRUCTIONS)
  
 (a) x
    
 (b) ¨
  
3.SEC Use Only
4.SOURCE OF FUNDS (SEE INSTRUCTIONS)
  
 WC

5.CHECK BOX 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

 

  3,212,503
8.

SHARED VOTING POWER

 

  0
9.

SOLE DISPOSITIVE POWER

 

  3,212,503
10.

SHARED DISPOSITIVE POWER

 

  0

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,212,503
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  8.33%
   
14. TYPE OF REPORTING PERSON (see instructions)
   
  IA

 

 

*Percentage calculated based on 38,583,158 units outstanding as of August 1, 2019, as reported in the 10-Q of Pacific Coast Oil Trust, filed with the Securities and Exchange Commission on August 1, 2019.

 

 

 

CUSIP No. 69410310213DPage 5 of 12

 

1.NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 

CEDAR CREEK PARTNERS LLC

  
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (SEE INSTRUCTIONS)
  
 (a) x
    
 (b) ¨
  
3.SEC Use Only
4.SOURCE OF FUNDS (SEE INSTRUCTIONS)
  
 WC

5.CHECK BOX 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

 

  1,515,400
8.

SHARED VOTING POWER

 

  0
9.

SOLE DISPOSITIVE POWER

 

  1,515,400
10.

SHARED DISPOSITIVE POWER

 

  0

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 

1,515,400

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 

3.9%

   
14. TYPE OF REPORTING PERSON (see instructions)
   
  PN

 

 

*Percentage calculated based on 38,583,158 units outstanding as of August 1, 2019, as reported in the 10-Q of Pacific Coast Oil Trust, filed with the Securities and Exchange Commission on August 1, 2019.

 

 

 

CUSIP No. 69410310213DPage 6 of 12

 

1.NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 

ERIKSEN CAPITAL MANAGEMENT LLC

  
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (SEE INSTRUCTIONS)
  
 (a) x
    
 (b) ¨
  
3.SEC Use Only
4.SOURCE OF FUNDS (SEE INSTRUCTIONS)
  
 WC

5.CHECK BOX 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

 

  1,515,400
8.

SHARED VOTING POWER

 

  0
9.

SOLE DISPOSITIVE POWER

 

  1,515,400
10.

SHARED DISPOSITIVE POWER

 

  0

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 

1,515,400

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 

3.9%

   
14. TYPE OF REPORTING PERSON (see instructions)
   
  IA

 

 

*Percentage calculated based on 38,583,158 units outstanding as of August 1, 2019, as reported in the 10-Q of Pacific Coast Oil Trust, filed with the Securities and Exchange Commission on August 1, 2019.

 

 

 

CUSIP No. 69410310213DPage 7 of 12

 

1.NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 

Walter C. Keenan

  
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (SEE INSTRUCTIONS)
  
 (a) x
    
 (b) ¨
  
3.SEC Use Only
4.SOURCE OF FUNDS (SEE INSTRUCTIONS)
  
 WC

5.CHECK BOX 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

 

  224,113
8.

SHARED VOTING POWER

 

  0
9.

SOLE DISPOSITIVE POWER

 

  224,113
10.

SHARED DISPOSITIVE POWER

 

  0

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 

224,113

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 

0.58%

   
14. TYPE OF REPORTING PERSON (see instructions)
   
  IN

 

 

*Percentage calculated based on 38,583,158 units outstanding as of August 1, 2019, as reported in the 10-Q of Pacific Coast Oil Trust, filed with the Securities and Exchange Commission on August 1, 2019.

 

 

 

CUSIP No. 69410310213DPage 8 of 12

 

Item 1. Security and Issuer

 

This Schedule 13D relates to units of beneficial interest (the “Units”), of Pacific Coast Oil Trust (the “Issuer” or “Pacific Coast”). The address of the issuer is 601 Travis Street, 16th Floor, Houston, Texas 77002.

 

Item 2. Identity and Background

 

(a) This Statement is filed by:

 

(1) Shipyard Capital Management LLC (“Shipyard”)

 

(2) Cedar Creek Partners LLC (“CCP”)

 

(3) Walter C. Keenan (“Mr. Keenan”)

 

(4) Evergreen Capital Management LLC dba Evergreen Gavekal (“Evergreen”)

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

(b)            The principal business address of Shipyard is 1477 Ashford Avenue, #2006, San Juan, PR 00907. The principal business address of CCP is 8695 Glendale Road, Custer, WA 98240. The principal business address of Mr. Keenan is 25 Ave Munoz Rivera #812, San Juan, PR 00901. The principal business address of Evergreen is 1412 112th Ave NE. Suite 100 Bellevue, WA 98004.

 

(c)            The principal business of Shipyard is acquiring, holding and disposing of investments in various companies. The principal business of CCP is acquiring, holding and disposing of investments in various companies. The principal business of Mr. Keenan is consulting, primarily to insurance and financial services companies. The principal business of Evergreen is acquiring, holding and disposing of investments in various companies, primarily on behalf of individuals, families and retirement accounts.

 

(d)            No Reporting Person described herein has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)            None of the Reporting Parties described herein has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

 

(f)            Mr. Mitchell is a citizen of the United States. Shipyard is a Delaware limited liability company. Mr. Eriksen is a citizen of the United States. CCP is a Washington limited liability company. Mr. Keenan is a citizen of the United States. Mr. Hay is a citizen of the United States. Evergreen is a Washington limited liability company.

 

Item 3. Source and amount of Funds or Other Consideration

 

The units were acquired in open market purchases with working capital of Shipyard, CCP, Mr. Keenan, and Evergreen respectively. The amount of funds expended, excluding commissions, to acquire units held by Shipyard, CCP, Mr. Keenan, and Evergreen is $469,225, $432,473, $98,994, and $1,271,766 respectively.

 

 

 

CUSIP No. 69410310213DPage 9 of 12

 

Item 4. Purpose of Transaction

 

The Reporting Persons acquired shares of Pacific Coast for investment purposes.

 

Shipyard, CCP, Mr. Keenan, and Evergreen believe that the trustee is not properly representing unitholders. The trustee has refused to file suit against PCEC for what we believe are illegal and improper assessments against the trust, preventing the trust from making distributions and potentially forcing dissolution and liquidation, which we believe would harm unitholders.

 

In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the units at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the units; (2) changes in the Issuer’s operations, business strategy or prospects; or (3) from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets, and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the trustee of the Issuer (the “Trustee”), other unitholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the units; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations, governance or capitalization; (4) proposing changes of the trust’s trustee or bylaws; or (5) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional units or dispose of some or all of the units beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

 

On October 11, 2022, Shipyard and CCP sent a letter to the trustee requesting that it file suit against PCEC, the trust’s operator, or face a special meeting vote to be removed as trustee. That letter was filed as Exhibit 2 to the Schedule 13D filed the same day. On October 17, 2022, the trustee filed a response letter on Form 8K, indicating that it intended to take no action against the operator at that time. On November 3, 2022, Shipyard and CCP sent a letter to the trustee further explaining why PCEC’s accounting is improper, and reiterating their intent to call a special meeting to vote on the trustee’s removal. That letter was filed as Exhibit 2 to the amended Schedule 13D filed the same day. On November 14, 2022, the trustee filed a response letter on form 8K, purporting to respond to the letter of November 3. On December 12, 2022, Shipyard and CCP sent a letter to the trustee, explaining in further detail how the trustee was failing to defend unitholders’ rights under the Conveyance Agreement and the Trust Agreement, and demanding that a special meeting of unitholders be called for the purpose of voting on the trustee’s removal and voting to approve that the trustee be directed to take no action to dissolve the trust during the remainder of its tenure as trustee. That letter was filed as Exhibit 2 to the Schedule 13D filed the same day.

 

 

 

CUSIP No. 69410310213DPage 10 of 12

 

Item 5. Interest in Securities of the Issuer

 

The following sets forth the aggregate number and percentage (based on 38,583,158 units outstanding on August 1, 2019, as reported in the 10-Q of the Issuer filed with the Securities and Exchange Commission on August 1, 2019) of outstanding units owned beneficially by the Reporting Persons.

 

Name  No. of Shares   Percent of
Class
 
Evergreen Capital Management LLC (1)    3,733,615    9.7%
Shipyard Capital LP (2)    3,212,503    8.3%
Cedar Creek Partners LLC (3)    1,515,400    3.9%
Walter C. Keenan (4)    224,113    0.6%
Total for Evergreen, Shipyard, CCP, and Mr. Keenan    8,685,631    22.5%

 

 

(1)These shares are owned by Evergreen Capital Management, LLC, a Registered Investment Advisor.

(2)These units are owned by Shipyard, an investment partnership, for which Shipyard Capital Management LLC is General Partner and acts as the discretionary portfolio manager.

(3)These units are owned by CCP, an investment partnership, for which Eriksen Capital Management LLC is the Managing Member, and acts as the discretionary portfolio manager.

(4)These units are owned by Walter C. Keenan, a private investor.

 

There have been no transactions with respect to the units effected by Reporting Persons since the 13D/A filing on December 12, 2022, or in the case of Evergreen in the last 60 days.

 

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

 

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 1      Joint Filing Agreement

 

 

 

CUSIP No. 69410310213DPage 11 of 12

 

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: December 16, 2022

 

  EVERGREEN CAPITAL MANAGEMENT LLC
   
  By: /s/ David Hay
    David Hay
    Co-CIO, Partner

 

  SHIPYARD CAPITAL MANAGEMENT LLC
   
  By: /s/ Carson Mitchell
    Carson Mitchell
    Managing Member
   
  CEDAR CREEK PARTNERS LLC
   
  By: /s/ Tim Eriksen
    Tim Eriksen
    Managing Member
     
  Walter C. Keenan
     
  By: /s/ Walter Keenan
    Walter Keenan

 

 

 

CUSIP No. 69410310213DPage 12 of 12

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the units of beneficial interest of Pacific Oil Trust. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

 

Dated: December 16, 2022

 

  EVERGREEN CAPITAL MANAGEMENT LLC
   
  By: /s/ David Hay
    David Hay
    Co-CIO, Partner

 

  SHIPYARD CAPITAL MANAGEMENT LLC
   
  By: /s/ Carson Mitchell
    Carson Mitchell
    Managing Member
   
  CEDAR CREEK PARTNERS LLC
   
  By: /s/ Tim Eriksen
    Tim Eriksen
    Managing Member
     
  Walter C. Keenan
     
  By: /s/ Walter C. Keenan
    Walter C. Keenan

 

 

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