SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Double Eagle Petroleum Co.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
258570209
(CUSIP Number)
January 24, 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:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
13G
CUSIP No. 258570209 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CrossCap Management, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
847,653 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
847,653 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
847,653 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5% ** | |||||
12 | TYPE OF REPORTING PERSON*
IA, CO, HC |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4(b). |
2
13G
CUSIP No. 258570209 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
H. Mark Crosswell | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
847,653 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
847,653 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
847,653 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5% ** | |||||
12 | TYPE OF REPORTING PERSON*
HC, IN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4(b). |
3
13G
CUSIP No. 258570209 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CrossCap Energy SSF, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
239,653 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
239,653 | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239,653 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1% ** | |||||
12 | TYPE OF REPORTING PERSON*
PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4(b). |
4
13G
CUSIP No. 258570209 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CrossCap General Partners, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
239,653 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
239,653 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239,653 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1% ** | |||||
12 | TYPE OF REPORTING PERSON*
PN, HC |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4(b). |
5
13G
CUSIP No. 258570209 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CrossCap Energy QP SSF, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
608,000 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
608,000 | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
608,000 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4% ** | |||||
12 | TYPE OF REPORTING PERSON*
PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4(b). |
6
13G
CUSIP No. 258570209 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CrossCap Enhanced GP, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨ | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
608,000 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
608,000 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
608,000 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4% ** | |||||
12 | TYPE OF REPORTING PERSON*
PN, HC |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4(b). |
7
SCHEDULE 13G
This Schedule 13G (this Schedule 13G) relates to shares of Common Stock, par value $0.10 per share (the Common Stock), of Double Eagle Petroleum Co., a Maryland corporation (the Issuer), and is being filed on behalf of (i) CrossCap Energy SSF, L.P., a Texas limited partnership (CrossCap Energy), (ii) CrossCap General Partners, L.P., a Texas limited partnership (CrossCap General Partners), as the general partner of CrossCap Energy, (iii) CrossCap Energy QP SSF, L.P., a Texas limited partnership (CrossCap Energy QP and, together with CrossCap Energy, the Funds), (iv) CrossCap Enhanced GP, L.P., a Texas limited partnership (CrossCap Enhanced), as the general partner of CrossCap Energy QP, (v) CrossCap Management, Inc., a Texas corporation (CCM), as general partner of CrossCap General Partners and CrossCap Enhanced and (vi) H. Mark Crosswell, an individual, as the president of CCM (the persons mentioned in (i) (ii), (iii), (iv), (v) and (vi) above are referred to as the Reporting Persons).
All shares of Common Stock reported in this Schedule 13G are held by the Funds. CrossCap Energy may direct the vote and disposition of the 239,653 shares of Common Stock that it holds directly. CrossCap General Partners serves as the general partner CrossCap Energy and may direct the vote and disposition of the 239,653 shares of Common Stock held by CrossCap Energy. CrossCap Energy QP may direct the vote and disposition of the 608,000 shares of Common Stock that it holds directly. CrossCap Enhanced serves as the general partner CrossCap Energy QP and may direct the vote and disposition of the 608,000 shares of Common Stock held by CrossCap Energy QP. As the general partner of CrossCap General Partners and CrossCap Enhanced, CCM may direct the vote and disposition of the 847,653 shares of Common Stock held by the Funds. As the president of CCM, Mr. Crosswell may direct the vote and disposition of the 847,653 shares of Common Stock held by the Funds.
Item 1(a) | Name of Issuer. | |
Double Eagle Petroleum Co. | ||
Item 1(b) | Address of Issuers Principal Executive Offices. | |
1675 Broadway, Suite 2200 | ||
Denver, Colorado 80202 | ||
Item 2(a) | Name of Person Filing. | |
CrossCap Energy SSF, L.P. (CrossCap Energy), CrossCap General Partners, L.P. (CrossCap General Partners), CrossCap Energy QP SSF, L.P. (CrossCap Energy QP and, together with CrossCap Energy, the Funds), CrossCap Enhanced GP, L.P. (CrossCap Enhanced), CrossCap Management, Inc. (CCM) and H. Mark Crosswell. | ||
Item 2(b) | Address of Principal Business Office, or, if none, Residence. | |
5851 San Felipe, Suite 230 | ||
Houston, Texas 77057 |
8
Item 2(c) | Citizenship or Place of Organization. | |
Each of CrossCap Energy, CrossCap General Partners, CrossCap Energy QP and CrossCap Enhanced is a limited partnership organized under the laws of the State of Texas. CCM is a corporation organized under the laws of the State of Texas. Mr. Crosswell is the president of CCM and is a United States citizen. | ||
Item 2(d) | Title of Class of Securities. | |
Common Stock, par value $0.10 per share (the Common Stock). | ||
Item 2(e) | CUSIP Number. | |
258570209 | ||
Item 3 | Reporting Person. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), 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) | ¨ | An investment advisor 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). | ||||
(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) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
9
Item 4 | Ownership. |
(a) | CrossCap Energy is the beneficial owner of 239,653 shares of Common Stock that it holds directly. CrossCap Energy QP is the beneficial owner of 608,000 shares of Common Stock that it holds directly. |
CrossCap General Partners is the beneficial owner of 239,653 shares of Common Stock held by CrossCap Energy. CrossCap Enhanced is the beneficial owner of 608,000 shares of Common Stock held by CrossCap Energy QP.
CCM and Mr. Crosswell are the beneficial owners of 847,653 shares of Common Stock held by the Funds.
(b) | CrossCap Energy is the beneficial owner of 2.1% of the outstanding shares of Common Stock. CrossCap Energy QP is the beneficial owner of 5.4% of the outstanding shares of Common Stock. |
CrossCap General Partners is the beneficial owner of 2.1% of the outstanding shares of Common Stock. CrossCap Enhanced is the beneficial owner of 5.4% of the outstanding shares of Common Stock.
CCM and Mr. Crosswell are the beneficial owners of 7.5% of the outstanding shares of Common Stock.
These percentages are determined by dividing the number of shares of Common Stock beneficially owned by each of the Reporting Persons by 11,351,412, the number of shares of Common Stock issued and outstanding as of November 1, 2013, as reported in the Issuers most recent Form 10-Q filed on November 7, 2013.
(c) | CrossCap Energy may direct the vote and disposition of the 239,653 shares of Common Stock that it holds directly. CrossCap Energy QP may direct the vote and disposition of the 608,000 shares of Common Stock that it holds directly. |
CrossCap General Partners, as the general partner of CrossCap Energy, may direct the vote and disposition of the 239,653 shares of Common Stock held by CrossCap Energy. CrossCap Enhanced, as the general partner of CrossCap Energy QP, may direct the vote and disposition of the 608,000 shares of Common Stock held by CrossCap Energy QP.
CCM, as the general partner of CrossCap General Partners and CrossCap Enhanced, may direct the vote and disposition the 847,653 shares of Common Stock held by the Funds. As the president of CCM, Mr. Crosswell may direct the vote and disposition of the 847,653 shares of Common Stock held by the Funds.
10
Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable.
Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
Item 9 | Notice of Dissolution of Group. |
Inapplicable.
Item 10 | Certification. |
By signing below each of the Reporting Persons certifies that, to the best of such persons knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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.
Exhibits | Exhibit 99.1 |
Joint Filing Agreement dated January 28, 2014, by and among CrossCap Energy, CrossCap General Partners, CrossCap Energy QP, CrossCap Enhanced, CCM and Mr. Crosswell.
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 28, 2014
CROSSCAP ENERGY SSF, L.P. | ||||||
By: | CrossCap General Partners, L.P., its general partner | |||||
By: | CrossCap Management, Inc., its general partner | |||||
By: | /s/ H. Mark Crosswell | |||||
H. Mark Crosswell | ||||||
President | ||||||
CROSSCAP ENERGY QP SSF, L.P. | ||||||
By: | CrossCap Enhanced GP, L.P., its general partner | |||||
By: | CrossCap Management, Inc., its general partner | |||||
By: | /s/ H. Mark Crosswell | |||||
H. Mark Crosswell | ||||||
President | ||||||
CROSSCAP GENERAL PARTNERS, L.P. | ||||||
By: | CrossCap Management, Inc., its general partner | |||||
By: | /s/ H. Mark Crosswell | |||||
H. Mark Crosswell | ||||||
President |
12
CROSSCAP ENHANCED GP, L.P. | ||||
By: | CrossCap Management, Inc., its general partner | |||
By: | /s/ H. Mark Crosswell | |||
H. Mark Crosswell | ||||
President | ||||
CROSSCAP MANAGEMENT, INC. | ||||
By: | /s/ H. Mark Crosswell | |||
H. Mark Crosswell | ||||
President | ||||
/s/ H. Mark Crosswell | ||||
H. Mark Crosswell |
13
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.10 per share, of Double Eagle Petroleum Co., a Maryland corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 28, 2014.
CROSSCAP ENERGY SSF, L.P. | ||||||
By: |
CrossCap General Partners, L.P., its general partner | |||||
By: |
CrossCap Management, Inc., its general partner | |||||
By: |
/s/ H. Mark Crosswell | |||||
H. Mark Crosswell | ||||||
President | ||||||
CROSSCAP ENERGY QP SSF, L.P. | ||||||
By: |
CrossCap Enhanced GP, L.P., its general partner | |||||
By: |
CrossCap Management, Inc., its general partner | |||||
By: |
/s/ H. Mark Crosswell | |||||
H. Mark Crosswell | ||||||
President |
CROSSCAP GENERAL PARTNERS, L.P. | ||||||
By: |
CrossCap Management, Inc., its general partner | |||||
By: |
/s/ H. Mark Crosswell | |||||
H. Mark Crosswell | ||||||
President | ||||||
CROSSCAP ENHANCED GP, L.P. | ||||||
By: |
CrossCap Management, Inc., its general partner | |||||
By: |
/s/ H. Mark Crosswell | |||||
H. Mark Crosswell | ||||||
President | ||||||
CROSSCAP MANAGEMENT, INC. | ||||||
By: |
/s/ H. Mark Crosswell | |||||
H. Mark Crosswell | ||||||
President | ||||||
/s/ H. Mark Crosswell | ||||||
H. Mark Crosswell |
2