0001193125-15-027147.txt : 20150130 0001193125-15-027147.hdr.sgml : 20150130 20150130122159 ACCESSION NUMBER: 0001193125-15-027147 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150130 DATE AS OF CHANGE: 20150130 GROUP MEMBERS: RCH ENERGY MLP FUND GP, L.P. GROUP MEMBERS: RCH ENERGY MLP FUND, L.P. GROUP MEMBERS: RCH ENERGY MLP FUND-A, L.P. GROUP MEMBERS: ROBERT J. RAYMOND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EV Energy Partners, LP CENTRAL INDEX KEY: 0001361937 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 204745646 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82083 FILM NUMBER: 15561862 BUSINESS ADDRESS: STREET 1: 1001 FANNIN, SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-659-3500 MAIL ADDRESS: STREET 1: 1001 FANNIN, SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RR Advisors, LLC CENTRAL INDEX KEY: 0001322613 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3953 MAPLE AVENUE STREET 2: SUITE 180 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: (214) 871-8682 MAIL ADDRESS: STREET 1: 3953 MAPLE AVENUE STREET 2: SUITE 180 CITY: DALLAS STATE: TX ZIP: 75219 SC 13G 1 d861737dsc13g.htm SCHEDULE 13G SCHEDULE 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

 

 

EV ENERGY PARTNERS, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

26926V107

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ 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. 26926V107   13G    Page 2 of 9 Pages

 

  1.   

Names of Reporting Persons

 

Robert J. Raymond

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)1

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

    

  4.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

 Beneficially  

Owned by

Each

Reporting

Person

With

 

       5.     

Sole Voting Power

 

100,000

      6.     

Shared Voting Power

 

3,197,076

      7.     

Sole Dispositive Power

 

100,000

      8.     

Shared Dispositive Power

 

3,197,076

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,297,076

10.  

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

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

6.8%2

12.  

Type of Reporting Person (See Instructions)

 

IN

 

1  The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any common units other than the common units owned of record by such reporting person.
2  Based on 48,572,019 outstanding common units as of November 5, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014.

 

CUSIP No. 26926V107   13G    Page 3 of 9 Pages

 

  1.   

Names of Reporting Persons

 

RR Advisors, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)3

(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

 

3,197,076

      7.     

Sole Dispositive Power

 

0

      8.     

Shared Dispositive Power

 

3,197,076

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,197,076

10.  

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

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

6.6%4

12.  

Type of Reporting Person (See Instructions)

 

IA

 

3  The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any common units other than the common units owned of record by such reporting person.
4  Based on 48,572,019 outstanding common units as of November 5, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014.

 

CUSIP No. 26926V107   13G    Page 4 of 9 Pages

 

  1.   

Names of Reporting Persons

 

RCH Energy MLP Fund GP, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)5

(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

 

2,830,660

      7.     

Sole Dispositive Power

 

0

      8.     

Shared Dispositive Power

 

2,830,660

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,830,660

10.  

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

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

5.8%6

12.  

Type of Reporting Person (See Instructions)

 

PN

 

5  The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any common units other than the common units owned of record by such reporting person.
6  Based on 48,572,019 outstanding common units as of November 5, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014.

 

CUSIP No. 26926V107   13G    Page 5 of 9 Pages

 

  1.   

Names of Reporting Persons

 

RCH Energy MLP Fund, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)7

(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

 

2,800,674

      7.     

Sole Dispositive Power

 

0

      8.     

Shared Dispositive Power

 

2,800,674

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,800,674

10.  

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

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

5.8%8

12.  

Type of Reporting Person (See Instructions)

 

PN

 

7  The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any common units other than the common units owned of record by such reporting person.
8  Based on 48,572,019 outstanding common units as of November 5, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014.

 

CUSIP No. 26926V107   13G    Page 6 of 9 Pages

 

  1.   

Names of Reporting Persons

 

RCH Energy MLP Fund-A, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)9

(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

 

29,986

      7.     

Sole Dispositive Power

 

0

      8.     

Shared Dispositive Power

 

29,986

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

29,986

10.  

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

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

0.1%10

12.  

Type of Reporting Person (See Instructions)

 

PN

 

9  The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any common units other than the common units owned of record by such reporting person.
10  Based on 48,572,019 outstanding common units as of November 5, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014.

 

CUSIP No. 26926V107   13G    Page 7 of 9 Pages

 

Item 1(a).    Name of Issuer
   EV Energy Partners, L.P.
Item 1(b).    Address of Issuer’s Principal Executive Offices
  

1001 Fannin, Suite 800

Houston, Texas

Item 2(a).    Name of Persons Filing
  

Robert J. Raymond

RR Advisors, LLC

RCH Energy MLP Fund GP, L.P.

RCH Energy MLP Fund, L.P.

RCH Energy MLP Fund-A, L.P.

Item 2(b).    Address of Principal Business Office, or, if none, Residence
  

The address of the principal business office for each reporting person is:

 

3953 Maple Avenue, Suite 180

Dallas, Texas 75219

Item 2(c).    Citizenship
  

Robert J. Raymond is a citizen of the United States.

 

RR Advisors, LLC is a Delaware limited liability company.

 

Each of RCH Energy MLP Fund GP, L.P., RCH Energy MLP Fund, L.P., and RCH Energy MLP Fund-A, L.P. is a Delaware limited partnership.

Item 2(d).    Title of Class of Securities
   Common Units
Item 2(e).    CUSIP Number
   26926V107
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)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
   (c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
   (d)    ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
   (e)    x    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);

 

CUSIP No. 26926V107   13G    Page 8 of 9 Pages

 

   (h)    ¨    A savings association 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)    ¨    Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
Item 4.    Ownership
   With respect to the disclosure set forth in this Item 4, each reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any common units other than the common units owned of record by such reporting person. The percent of class provided for each reporting person below is based on 48,572,019 outstanding common units as of November 14, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 10, 2014.
   (a)   

Amount beneficially owned:

 

Robert J. Raymond: 3,297,076

RR Advisors, LLC: 3,197,076

RCH Energy MLP Fund GP, L.P.: 2,830,660

RCH Energy MLP Fund, L.P.: 2,800,674

RCH Energy MLP Fund-A, L.P.: 29,986

   (b)   

Percent of class:

 

Robert J. Raymond: 6.8%

RR Advisors, LLC: 6.6%

RCH Energy MLP Fund GP, L.P.: 5.8%

RCH Energy MLP Fund, L.P.: 5.8%

RCH Energy MLP Fund-A, L.P.: 0.1%

   (c)    Number of units as to which the person has:
      (i)   

Sole power to vote or to direct the vote:

 

Robert J. Raymond: 100,000

RR Advisors, LLC: 0

RCH Energy MLP Fund GP, L.P.: 0

RCH Energy MLP Fund, L.P.: 0

RCH Energy MLP Fund-A, L.P.: 0

      (ii)   

Shared power to vote or to direct the vote:

 

Robert J. Raymond: 3,197,076

RR Advisors, LLC: 3,197,076

RCH Energy MLP Fund GP, L.P.: 2,830,660

RCH Energy MLP Fund, L.P.: 2,800,674

RCH Energy MLP Fund-A, L.P.: 29,986

      (iii)   

Sole power to dispose or to direct the disposition of:

 

Robert J. Raymond: 100,000

RR Advisors, LLC: 0

RCH Energy MLP Fund GP, L.P.: 0

RCH Energy MLP Fund, L.P.: 0

RCH Energy MLP Fund-A, L.P.: 0

 

CUSIP No. 26926V107   13G    Page 9 of 9 Pages

 

      (iv)   

Shared power to dispose or to direct the disposition of:

 

Robert J. Raymond: 3,197,076

RR Advisors, LLC: 3,197,076

RCH Energy MLP Fund GP, L.P.: 2,830,660

RCH Energy MLP Fund, L.P.: 2,800,674

RCH Energy MLP Fund-A, L.P.: 29,986

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
   Limited partners of RCH Energy MLP Fund GP, L.P., RCH Energy MLP Fund, L.P., and RCH Energy MLP Fund-A, L.P. indirectly participate in the receipt of dividends from, and proceeds from the sale of, the common units. In addition, RR Advisors, LLC serves as investment adviser for certain separately managed accounts, and the holders of the securities in such accounts participate in the receipt of dividends from, and proceeds from the sale of, the common units held therein.
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
   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.    Certification
   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 effect or purpose, 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: January 30, 2015

 

/s/    Robert J. Raymond

Robert J. Raymond

RR ADVISORS, LLC
By:  

/s/    Robert J. Raymond

Name:   Robert J. Raymond
Title:   Sole Member
RCH ENERGY MLP FUND GP, L.P.
By:   RR Advisors, LLC, its General Partner
By:  

/s/    Robert J. Raymond

Name:   Robert J. Raymond
Title:   Sole Member
RCH ENERGY MLP FUND, L.P.
By:   RCH Energy MLP Fund GP, L.P.,
  its General Partner
By:   RR Advisors, LLC, its General Partner
By:  

/s/    Robert J. Raymond

Name:   Robert J. Raymond
Title:   Sole Member
RCH ENERGY MLP FUND-A, L.P.
By:   RCH Energy MLP Fund GP, L.P.,
  its General Partner
By:   RR Advisors, LLC, its General Partner
By:  

/s/    Robert J. Raymond

Name:   Robert J. Raymond
Title:   Sole Member

[Signature Page—Schedule 13G]