Schedule 13G

-----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, NaKt0D9ZFCsjB10ZlRrciLkvpTIu78a/8kSoTfu/ry5twaAjIRqnv9HVNvVfkp7P k36Ffcwb+2bWAzOcXqXavQ== 0001193125-11-035857.txt : 20110215 0001193125-11-035857.hdr.sgml : 20110215 20110214192736 ACCESSION NUMBER: 0001193125-11-035857 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110215 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: DANIEL S. OCH GROUP MEMBERS: OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC GROUP MEMBERS: OCH-ZIFF HOLDING CORPORATION GROUP MEMBERS: OZ MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SemGroup Corp CENTRAL INDEX KEY: 0001489136 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 203533152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85990 FILM NUMBER: 11611435 BUSINESS ADDRESS: STREET 1: TWO WARREN PLACE STREET 2: 6120 SOUTH YALE AVENUE, SUITE 700 CITY: TULSA STATE: OK ZIP: 74136-4216 BUSINESS PHONE: 918-524-8100 MAIL ADDRESS: STREET 1: TWO WARREN PLACE STREET 2: 6120 SOUTH YALE AVENUE, SUITE 700 CITY: TULSA STATE: OK ZIP: 74136-4216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OZ MANAGEMENT LP CENTRAL INDEX KEY: 0001054587 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127900165 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: OZ MANAGEMENT LLC DATE OF NAME CHANGE: 19980204 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G


		Schedule 13 G		PAGE 1 of 10

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 13d-2

(Amendment No. )*

SemGroup Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

81663A105

(CUSIP Number)

December 31, 2010

(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)

¨ Rule 13d-1(c)

x 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).


		Schedule 13 G		PAGE 2 of 10


CUSIP No. 81663A105
(1)	NAME OF REPORTING PERSON OZ Management LP
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 2,858,152
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 2,858,152
		(8)	SHARED DISPOSITIVE POWER 0
(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,858,152
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.99%
(12)	TYPE OF REPORTING PERSON IA


		Schedule 13 G		PAGE 3 of 10


CUSIP No. 81663A105
(1)	NAME OF REPORTING PERSON Och-Ziff Holding Corporation
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 2,858,152
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 2,858,152
		(8)	SHARED DISPOSITIVE POWER 0
(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,858,152
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.99%
(12)	TYPE OF REPORTING PERSON CO


		Schedule 13 G		PAGE 4 of 10


CUSIP No. 81663A105
(1)	NAME OF REPORTING PERSON Och-Ziff Capital Management Group LLC
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 3,090,725
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 3,090,725
		(8)	SHARED DISPOSITIVE POWER 0
(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,090,725
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.56%
(12)	TYPE OF REPORTING PERSON HC


		Schedule 13 G		PAGE 5 of 10


CUSIP No. 81663A105
(1)	NAME OF REPORTING PERSON Daniel S. Och
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5)	SOLE VOTING POWER 3,090,725
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 3,090,725
		(8)	SHARED DISPOSITIVE POWER 0
(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,090,725
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.56%
(12)	TYPE OF REPORTING PERSON IN


		Schedule 13 G		PAGE 6 of 10


CUSIP No. 81663A105
(1)	NAME OF REPORTING PERSON OZ Master Fund, Ltd.
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5)	SOLE VOTING POWER 2,504,703
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 2,504,703
		(8)	SHARED DISPOSITIVE POWER 0
(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,504,703
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.13%
(12)	TYPE OF REPORTING PERSON CO


		Schedule 13 G		PAGE 7 of 10

CUSIP No. 81663A105

ITEM 1

(a).

NAME OF ISSUER:

SemGroup Corporation

ITEM 1

(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

Two Warren Place, 6120 S. Yale Avenue, Suite 700

Tulsa, OK 74136

ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP:

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

(i)

OZ Management LP (“OZ”) and OZ Management II (“OZII”), Delaware limited partnerships, are the principal investment managers to a number of investment funds and discretionary accounts managed by OZ and OZII (the “Accounts”).

(ii)

Och-Ziff Holding Corporation (“OZHC”), a Delaware corporation, which serves as the general partner of OZ, with respect to the Shares reported in this Schedule 13G managed by OZ, OZII, and held by the Accounts.

(iii)

Och-Ziff Capital Management Group LLC (“OZM”), a Delaware limited liability company, is a holding company, which is the sole shareholder of OZHC and Och-Ziff Holding LLC, a Delaware limited liability company, which serves as the general partner of another investment fund with respect to the Shares reported in this Schedule 13G managed by OZ, OZII, and held by the Accounts.

(iv)

Daniel S. Och, who is the Chief Executive Officer of OZHC and the Chief Executive Officer and Executive Managing Director of Och-Ziff Capital Management Group LLC, with respect to the Shares reported in this Schedule 13G managed by OZ, OZII, and held by the Accounts.

(v)

OZ Master Fund, Ltd. (“OZMD”), a Cayman Islands company, with respect to shares owned by it.

The citizenship of OZ, OZHC, OZM, and OZMD, is set forth above. Daniel S. Och is a United States citizen.

The address of the principal business office of each of the Reporting Persons except OZMD is 9 West 57^th Street, 39^th Floor, New York, NY 10019. The address of the principal business office of OZMD is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896, Suite 3307, Gardenia Court, 45 Market Street, Camana Bay, Grand Cayman, Cayman Islands.

ITEM 2

(d).

TITLE OF CLASS OF SECURITIES:

Common Stock, $0.01 par value.

ITEM 2

(e).

CUSIP NUMBER:

81663A105

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;

(b)

Bank as defined in Section 3(a)(6) of the Act;

(c)

Insurance Company as defined in Section 3(a)(19) of the Act;

(d)

Investment Company registered under Section 8 of the Investment Company Act of 1940;

(e)

Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E);

(f)

Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);

(g)

Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);

(h)

Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX. x


		Schedule 13 G		PAGE 8 of 10

CUSIP No. 81663A105

ITEM 4.

OWNERSHIP.

OZ serves as principal investment manager to a number of investment funds and discretionary accounts and is the sole member of Och-Ziff Holding II, LLC, the general partner of OZII, with respect to which it has voting and dispositive authority over the Shares reported in this Schedule 13G. OZHC serves as the general partner of OZ. As such, it may be deemed to control OZ and therefore may be deemed to be the beneficial owner of the Shares reported in this Schedule 13G. OZM is the sole shareholder of OZHC and Och-Ziff Holding LLC, as such it may be deemed to be the beneficial owner of the Shares reported in this Schedule 13G. Mr. Daniel S. Och is the Chief Executive Officer and Executive Managing Director of OZM. As such, he may be deemed to control such entity and therefore be deemed to be the beneficial owner of the Shares reported in this Schedule 13G.

Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

(a)

Amount beneficially owned:

2,858,152

(b)

Percent of class:

6.99% (All percentages herein are based on 40,868,643 shares of Common Stock outstanding as of October 27, 2010 as reflected in the Form 10-Q filed by the Company for the quarterly period ended September 30, 2010)

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote

2,858,152

(ii)

shared power to vote or to direct the vote

(iii)

sole power to dispose or to direct the disposition of

2,858,152

(iv)

shared power to dispose or to direct the disposition of

OZHC

(a)

Amount beneficially owned:

2,858,152

(b)

Percent of class:

6.99%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote

2,858,152

(ii)

shared power to vote or to direct the vote

(iii)

sole power to dispose or to direct the disposition of

2,858,152

(iv)

shared power to dispose or to direct the disposition of

OZM

(a)

Amount beneficially owned:

3,090,725

(b)

Percent of class:

7.56%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote

3,090,725

(ii)

shared power to vote or to direct the vote

(iii)

sole power to dispose or to direct the disposition of

3,090,725

(iv)

shared power to dispose or to direct the disposition of

Daniel S. Och

(a)

Amount beneficially owned:

3,090,725

(b)

Percent of class:

7.56%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote

3,090,725

(ii)

shared power to vote or to direct the vote

(iii)

sole power to dispose or to direct the disposition of

3,090,725

(iv)

shared power to dispose or to direct the disposition of

OZMD

(a)

Amount beneficially owned:

2,504,703

(b)

Percent of class:

6.13%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote

2,504,703

(ii)

shared power to vote or to direct the vote

(iii)

sole power to dispose or to direct the disposition of

2,504,703

(iv)

shared power to dispose or to direct the disposition of

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

See Item 4.

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.

See Item 4.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10.

CERTIFICATIONS. (if filing pursuant to Rule 13d-1(c))

Not applicable.


		Schedule 13 G		PAGE 9 of 10

CUSIP No. 81663A105

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


DATED: February 14, 2011

		/s/ Daniel S. Och
		OZ MANAGEMENT LP
		By Och-Ziff Holding Corporation
		its general partner;
		By Daniel S. Och
		Chief Executive Officer

		/s/ Daniel S. Och
		Och-Ziff Holding Corporation
		By Daniel S. Och
		Chief Executive Officer

		/s/ Daniel S. Och
		Och-Ziff Capital Management Group LLC
		By Daniel S. Och
		Chief Executive Officer and
		Executive Managing Director

		/s/ Daniel S. Och
		Daniel S. Och

		/s/ Daniel S. Och
		OZ MASTER FUND, LTD.
		By Daniel S. Och
		Director


		Schedule 13 G		PAGE 10 of 10

EXHIBIT 1

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.


DATED: February 14, 2011

		/s/ Daniel S. Och
		OZ MANAGEMENT LP
		By Och-Ziff Holding Corporation
		its general partner;
		By Daniel S. Och
		Chief Executive Officer

		/s/ Daniel S. Och
		Och-Ziff Holding Corporation
		By Daniel S. Och
		Chief Executive Officer

		/s/ Daniel S. Och
		Och-Ziff Capital Management Group LLC
		By Daniel S. Och
		Chief Executive Officer and
		Executive Managing Director

		/s/ Daniel S. Och
		Daniel S. Och

		/s/ Daniel S. Och
		OZ MASTER FUND, LTD.
		By Daniel S. Och
		Director

-----END PRIVACY-ENHANCED MESSAGE-----