- Statement of Changes in Beneficial Ownership (4)
August 17 2011 - 8:01PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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November 30, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
VISION CAPITAL ADVISORS, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
NEW FRONTIER ENERGY INC
[
NFEI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
20 WEST 55TH STREET, 5TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/11/2011
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock ($0.001 par value)
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8/11/2011
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S
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15437
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D
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$0.1
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6119730
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I
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By Vision Opportunity Master Fund, Ltd.
(1)
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Common Stock ($0.001 par value)
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8/11/2011
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S
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4563
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D
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$0.1
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1808819
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I
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By Vision Capital Advantage Fund, L.P.
(2)
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Common Stock ($0.001 par value)
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8/12/2011
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S
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11578
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D
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$0.1
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6108152
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I
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By Vision Opportunity Master Fund, Ltd.
(1)
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Common Stock ($0.001 par value)
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8/12/2011
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S
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3422
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D
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$0.1
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1805397
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I
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By Vision Capital Advantage Fund, L.P.
(2)
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Common Stock ($0.001 par value)
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8/17/2011
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S
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7719
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D
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$0.1
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6100433
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I
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By Vision Opportunity Master Fund, Ltd.
(1)
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Common Stock ($0.001 par value)
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8/17/2011
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S
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2281
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D
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$0.1
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1803116
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I
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By Vision Capital Advantage Fund, L.P.
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to Vision Opportunity Master Fund, Ltd. (the "Fund"), the direct owner of the subject securities. Adam Benowitz is the Managing Member of the Investment Manager and a Director of the Fund. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
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(
2)
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VCAF GP, LLC (the "General Partner") serves as general partner of Vision Capital Advantage Fund, L.P. ("VCAF"), the direct owner of the subject securities. The Investment Manager is the investment manager of VCAF designated by the General Partner. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Exchange Act or for any other purpose.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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VISION CAPITAL ADVISORS, LLC
20 WEST 55TH STREET
5TH FLOOR
NEW YORK, NY 10019
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X
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BENOWITZ ADAM
C/O VISION CAPITAL ADVISORS, LLC
20 WEST 55TH STREET, 5TH FLOOR
NEW YORK, NY 10019
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X
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Vision Opportunity Master Fund, Ltd.
C/O VISION CAPITAL ADVISORS, LLC
20 WEST 55TH STREET, 5TH FLOOR
NEW YORK, NY 10019
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X
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Vision Capital Advantage Fund, L.P.
C/O VISION CAPITAL ADVISORS
20 WEST 55TH STREET, 5TH FLOOR
NEW YORK, NY 10019
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X
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VCAF GP, LLC
C/O VISION CAPITAL ADVISORS
20 WEST 55TH STREET, 5TH FLOOR
NEW YORK, NY 10019
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X
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Signatures
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/s/ Adam Benowitz
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8/17/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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