-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ImZkTlY5IIJTcHIKnpVMIIebGesQxeYzuqbCSALoedKEe3X0MWa3NKTYp2KkVrbI nKRYlceM6AkcDl6jpzcz6g== 0001315158-09-000001.txt : 20090109 0001315158-09-000001.hdr.sgml : 20090109 20090109152030 ACCESSION NUMBER: 0001315158-09-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090109 DATE AS OF CHANGE: 20090109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lamadrid Lorenzo Cesar CENTRAL INDEX KEY: 0001315158 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 305-674-0093 MAIL ADDRESS: STREET 1: 1424 WEST 28 STREET CITY: MIAMI BEACH STATE: FL ZIP: 33140 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNTHESIS ENERGY SYSTEMS INC CENTRAL INDEX KEY: 0001375063 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRODUCTS OF PETROLEUM & COAL [2990] IRS NUMBER: 202110031 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82941 FILM NUMBER: 09518510 BUSINESS ADDRESS: STREET 1: THREE RIVERWAY, SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-579-0600 MAIL ADDRESS: STREET 1: THREE RIVERWAY, SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77056 SC 13D 1 schedule13dlorenzolamadrid.htm _



SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


SCHEDULE 13D

(Rule 13d-101)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2(a)

(Amendment No. __)*


Synthesis Energy Systems, Inc.

(Name of Issuer)


Common Stock, par value $0.01

(Title of Class of Securities)


871628103

(CUSIP Number)

Synthesis Energy Systems, Inc.

Three Riverway, Suite 300

Houston, Texas 77056


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


June 13, 2007

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: ☐


Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.



________________________________

* 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 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).







1.

NAMES OF REPORTING PERSONS


Lorenzo Lamadrid

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)

               IN

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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

3,212,500

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

3,212,500

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,212,500 shares of common stock

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.7%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN









Item 1.

Security and Issuer.


This Schedule 13D relates to the common stock, par value $0.01 (the “Common Stock”), of Synthesis Energy Systems, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive office of the Issuer is Three Riverway, Suite 300, Houston, Texas 77056.


Item 2.

Identity and Background.


(a)

The name of the person filing this Schedule 13D is Lorenzo Lamadrid (“Lamadrid”).


(b)

Lamadrid’s business address is 1424 West 28th Street, Miami Beach, Florida 33140.


(c)

Lamadrid’s principal occupation is as Chairman of the Board of Directors of the Issuer.  The Issuer’s principal business is to build, own and operate coal gasification plants in the United States and China.  The address of the Issuer is Three Riverway, Suite 300, Houston, Texas 77056.


(d)

During the last five years, Lamadrid has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).


(e)

During the last five years, Lamadrid has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order (i) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) finding a violation with respect to such laws.


(f)

Lamadrid is a citizen of the United States of America.


Item 3.

Source and Amount of Funds or Other Consideration.


Lamadrid previously owned stock in Synthesis Energy Holdings, Inc., a Florida corporation (“Synthesis Florida”), which was formed, along with certain affiliated companies, to engage in the business of development and commercialization of U-GAS® technology.  On April 18, 2005, as a result of a merger and restructuring, Synthesis Florida became a wholly-owned subsidiary of the Issuer and Lamadrid held 3,150,000 shares of the Common Stock.  Subsequent to the completion of the Merger, Lamadrid acquired shares of Common Stock through open market and private transactions.  The Issuer became a reporting company with the Securities and Exchange Commission (the “SEC”) on June 13, 2007. Each acquisition or disposition of Common Stock subsequent to the Issuer becoming a reporting company was reported on Form 4 in accordance with the rules promulgated by the SEC under Section 16 of the Se curities Exchange Act of 1934, as amended.

Item 4.

 

Purpose of the Transaction.


Lamadrid holds the Shares as reported herein for investment purposes.  Although Lamadrid does not have any specific plans or proposals regarding the Issuer in his capacity as a stockholder, he will continue to evaluate all alternatives with respect to the Common Stock.  Lamadrid has no



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plans or proposals which relate to, or may result in, any of the matters listed in 4(a)-(j) of Schedule 13D.


Item 5.

 

Interest in Securities of the Issuer.


(a)

Lamadrid is the beneficial owner of 3,212,500 shares of Common Stock which represents 6.7% of the Common Stock.  This amount includes 37,500 shares of Common Stock which Lamadrid has the right to acquire within 60 days pursuant to stock options granted by the Issuer.


(b)

Lamadrid has the sole power to vote or to direct the vote of and the sole power to dispose of or to direct the disposition of 3,212,500 shares of Common Stock.  Lamadrid shares the power to vote or to direct the vote of or to dispose or to direct the disposition of zero shares of Common Stock.


(c)

Lamadrid has not engaged in any transaction involving the Common Stock during the past sixty days.


(d)

Not applicable.


(e)

Not applicable.


Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.


Lamadrid, as an officer and director of the Issuer, is eligible to participate in the Issuer’s Amended and Restated 2005 Incentive Plan, as amended.


Item 7.

Material to be Filed as Exhibits.


1.

Synthesis Energy Systems, Inc. Amended and Restated 2005 Incentive Plan (incorporated by reference to Exhibit 10.13 to the Amendment No. 3 to the Issuer’s Registration Statement (Registration No. 333-140367) on Form SB-2 filed on May 1, 2007).


2.

First Amendment to Synthesis Energy Systems, Inc. Amended and Restated 2005 Incentive Plan (incorporated by reference to Annex A to the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on November 15, 2007).



 



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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.


Date:

January 9, 2009


/s/ Lorenzo Lamadrid

      Lorenzo Lamadrid





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