American Standard Energy Corp.
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(Name of Issuer)
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Common Stock $0.001 par value
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(Title of Class of Securities)
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02971T107
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(CUSIP Number)
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December 31, 2011
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(Date of Event Which Requires Filing of this Statement)
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*
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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.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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Pentwater Capital Management LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
(b) x
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware USA
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5.
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SOLE VOTING POWER
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NUMBER OF
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3,572,996(1)
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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3,572,996(1)
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WITH
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8.
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SHARED DISPOSITIVE POWER
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,572,996
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.04% (2)
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12.
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TYPE OF REPORTING PERSON*
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IA
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(1)
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The number of shares shown as beneficially owned does not include shares that are purchasable in certain circumstances under warrants held by the reporting persons. The warrants are not currently exercisable.
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(2)
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The percentage reported is based on 39,511,947 shares of Common Stock outstanding as of November 11, 2011 (according to the Form 10-Q filed 11/15/2011).
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Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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Item 2(a).
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Name of Person Filing:
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Item 2(b).
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Address of Principal Business Office, or if None, Residence:
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Item 2(c).
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Citizenship:
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Item 2(d).
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Title of Class of Securities:
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Item 2(e).
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CUSIP Number:
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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o
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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o
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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o
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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o
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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o
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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o
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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o
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Group, in accordance with
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned: 3,572,996
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(b)
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Percent of class: 9.04%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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(ii)
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Shared power to vote or to direct the vote
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(ii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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N/A
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Item 8.
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Identification and Classification of Members of the Group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certifications.
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February 13, 2012
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(Date)
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/s/ Neal Nenadovic
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(Signature)
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Neal Nenadovic/Chief Financial Officer
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(Name/Title)
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