-----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, UPw1o64caPCo60iwhhpdMdPM3w3a8m+mov/ULVIm2z+wLgjDXNQTiDsMGi1/e6vA 3877jSItwowdIQcTX/v/UA== 0000806085-07-000064.txt : 20070424 0000806085-07-000064.hdr.sgml : 20070424 20070424112104 ACCESSION NUMBER: 0000806085-07-000064 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070424 DATE AS OF CHANGE: 20070424 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Constellation Energy Partners LLC CENTRAL INDEX KEY: 0001362705 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 113742489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82227 FILM NUMBER: 07783520 BUSINESS ADDRESS: STREET 1: 111 MARKET PLACE CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: (410) 468-3500 MAIL ADDRESS: STREET 1: 111 MARKET PLACE CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: Constellation Energy Resources LLC DATE OF NAME CHANGE: 20060515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13G 1 f07-04_1613gconstellation.txt SC 13G CEP SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Constellation Energy Partners LLC (Name of Issuer) Common Units, representing Class B Limited Liability Company Interests (Title of Class of Securities) 21038E101 (CUSIP Number) April 23, 2007 (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) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. .............................................................21038E101 1) Name of Reporting Person.......................Lehman Brothers Holdings Inc. S.S. or I.R.S. Identification No. of Above Person................13-3216325 2) Check the Appropriate Box if a Member of a Group.................(a) [ ] (b) [ ] 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..............................................1,146,843(1) 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power.........................................1,146,843(1) 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person...1,146,843(1) 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9.....................8.6%(2) 12) Type of Reporting Person.................................................HC (1) Excludes 31,122 Class E Units which are not currently convertible into Common Units nor will be within 60 days. (2) Based on 11,093,894 Common Units outstanding at February 15, 2007 as reported on Form 10-K filed by the Issuer on March 12, 2007 and 2,207,684 Common Units issued under the Unit Purchase Agreement. CUSIP No. .............................................................21038E101 1) Name of Reporting Person................................Lehman Brothers Inc. S.S. or I.R.S. Identification No. of Above Person................13-2518466 2) Check the Appropriate Box if a Member of a Group.................(a) [ ] (b) [ ] 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................................................594,922(1) 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power...........................................594,922(1) 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person.....594,922(1) 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9.....................4.5%(2) 12) Type of Reporting Person.................................................BD (1) Excludes 8,528 Class E Units which are not currently convertible into Common Units nor will be within 60 days. (2) Based on 11,093,894 Common Units outstanding at February 15, 2007 as reported on Form 10-K filed by the Issuer on March 12, 2007 and 2,207,684 Common Units issued under the Unit Purchase Agreement. CUSIP No. .............................................................21038E101 1) Name of Reporting Person....................Lehman Brothers MLP Opportunity Associates LLC S.S. or I.R.S. Identification No. of Above Person................20-8727524 2) Check the Appropriate Box if a Member of a Group.................(a) [ ] (b) [ ] 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................................................551,921(1) 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power...........................................551,921(1) 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person.....551,921(1) 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9.....................4.1%(2) 12) Type of Reporting Person.................................................OO (1) Excludes 22,594 Class E Units which are not currently convertible into Common Units nor will be within 60 days. (2) Based on 11,093,894 Common Units outstanding at February 15, 2007 as reported on Form 10-K filed by the Issuer on March 12, 2007 and 2,207,684 Common Units issued under the Unit Purchase Agreement. CUSIP No. .............................................................21038E101 1) Name of Reporting Person.....................Lehman Brothers MLP Opportunity Associates LP S.S. or I.R.S. Identification No. of Above Person................20-8727697 2) Check the Appropriate Box if a Member of a Group.................(a) [ ] (b) [ ] 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................................................551,921(1) 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power...........................................551,921(1) 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person.....551,921(1) 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9.....................4.1%(2) 12) Type of Reporting Person.................................................PN (1) Excludes 22,594 Class E Units which are not currently convertible into Common Units nor will be within 60 days. (2) Based on 11,093,894 Common Units outstanding at February 15, 2007 as reported on Form 10-K filed by the Issuer on March 12, 2007 and 2,207,684 Common Units issued under the Unit Purchase Agreement. CUSIP No. .............................................................21038E101 1) Name of Reporting Person.....................Lehman Brothers MLP Opportunity Fund LP S.S. or I.R.S. Identification No. of Above Person................20-8727922 2) Check the Appropriate Box if a Member of a Group.................(a) [ ] (b) [ ] 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................................................551,921(1) 6) Shared Voting Power.....................................................-0- 7) Sole Dispositive Power...........................................551,921(1) 8) Shared Dispositive Power................................................-0- 9) Aggregate Amount Beneficially Owned by Each Reporting Person.....551,921(1) 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ] 11) Percent of Class Represented by Amount in Row 9.....................4.1%(2) 12) Type of Reporting Person.................................................PN (1) Excludes 22,594 Class E Units which are not currently convertible into Common Units nor will be within 60 days. (2) Based on 11,093,894 Common Units outstanding at February 15, 2007 as reported on Form 10-K filed by the Issuer on March 12, 2007 and 2,207,684 Common Units issued under the Unit Purchase Agreement. Item 1(a). Name of Issuer: Constellation Energy Partners LLC Item 1(b). Address of Issuer's Principal Executive Offices: 111 Market Place Baltimore, MD 21202 Item 2(a). Name of Person(s) Filing: Lehman Brothers Holdings Inc. Lehman Brothers Inc. Lehman Brothers MLP Opportunity Associates LLC Lehman Brothers MLP Opportunity Associates LP Lehman Brothers MLP Opportunity Fund LP Item 2(b). Address of Principal Business Office: Lehman Brothers Holdings Inc. 745 Seventh Avenue New York, New York 10019 Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Lehman Brothers MLP Opportunity Associates LLC 745 Seventh Avenue New York, New York 10019 Lehman Brothers MLP Opportunity Associates LP 745 Seventh Avenue New York, New York 10019 Lehman Brothers MLP Opportunity Fund LP 745 Seventh Avenue New York, New York 10019 Item 2(c). Citizenship or Place of Organization: Lehman Brothers Holdings Inc. ("Holdings") is a corporation organized under the laws of the State of Delaware. Lehman Brothers Inc. ("LBI") is a corporation organized under the laws of the State of Delaware. Lehman Brothers MLP Opportunity Associates LLC ("LB MLP Assoc LLC") is a limited liability company formed under the laws of the State of Delaware. Lehman Brothers MLP Opportunity Associates LP ("LB MLP Assoc LP")is a limited partnership formed under the laws of the State of Delaware. Lehman Brothers MLP Opportunity Fund LP ("LB MLP Fund")is a limited partnership formed under the laws of the State of Delaware. Item 2(d). Title of Class of Securities: Common Units, representing Class B Limited Liability Company Interests Item 2(e). CUSIP Number: 21038E101 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] A broker or dealer under Section 15 of the 1934 Act (b) [ ] A bank as defined in Section 3(a)(6) of the 1934 Act (c) [ ] An insurance company as defined in Section 3(a)(19) of the 1934 Act (d) [ ] An investment company registered under Section 8 of the Investment Company Act of 1940 (e) [ ] An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E) (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (i) [ ] A church plan that is excluded from the definition of investment company under Section 3(c)(14)Of the Investment Company Act of 1940 (j) [ ] A group, in accordance with Rule 13d-1(b)(1)(ii)(J) Item 4. Ownership (a) Amount Beneficially Owned See Item 9 of cover page. (b) Percent of Class: See Item 11 of cover page. (c) Number of shares as to which the person has: (i) sole power to vote or to direct the vote (ii) shared power to vote or to direct the vote (iii) sole power to dispose or to direct the disposition (iv) shared power to dispose or to direct the disposition See Items 5-8 of cover page. 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 LBI is the actual owner of 594,922 Common Units and 8,528 Class E Units reported herein. LBI is a wholly-owned subsidiary of Holdings. Under the rules and regulations of the Securities and Exchange Commission, Holdings may be deemed to be the beneficial owner of the Common and Class E Units owned by LBI. LB MLP Fund is the actual owner of 551,921 Common Units and 22,594 Class E Units reported herein. LB MLP Fund is wholly-owned by LB MLP Assoc LP which is wholly-owned by LB MLP Assoc LLC which is wholly-owned by Holdings. Under the rules and regulations of the Securities and Exchange Commission, LB MLP Assoc LP, LB MLP Assoc LLC and Holdings may be deemed to be the beneficial owners of the Common and Class E Units owned by LB MLP Fund. 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 purpose or effect. [X] By signing below I hereby 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. After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: April 24, 2007 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title: Vice President LEHMAN BROTHERS INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Senior Vice President Lehman Brothers MLP Opportunity Associates LLC By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory Lehman Brothers MLP Opportunity Associates LP By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory Lehman Brothers MLP Opportunity Fund LP By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory EXHIBIT A - JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person. Dated: April 24, 2007 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title: Vice President LEHMAN BROTHERS INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Senior Vice President Lehman Brothers MLP Opportunity Associates LLC By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory Lehman Brothers MLP Opportunity Associates LP By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory Lehman Brothers MLP Opportunity Fund LP By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----