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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)
EMERGE ENERGY SERVICES LP
(Name of Issuer)
COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS
(Title of Class of Securities)
29102H 108
(CUSIP Number)
DECEMBER 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
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).
EXPLANATORY NOTE: This Amendment No. 1 (Amendment) is being filed to correct a clerical error in the number of securities reported as beneficially owned by the Reporting Persons in the original Schedule 13G filed with the Securities and Exchange Commission on February 14, 2014 (the Initial Filing). The Amendment amends and restates the Initial Filing in its entirety and reflects the correct beneficial ownership of each of Messrs. Beneski and Vescovo as of December 31, 2013.
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
(1) Represents (a) 818,768 common units representing limited partner interests (Common Units) held directly by Mr. Beneski, (b) 40,000 Common Units held by family trusts of which Mr. Beneski is the sole trustee and which Mr. Beneski may be deemed to indirectly beneficially own and (c) 10,416,341 Common Units held directly by Insight Equity I LP (together with related investment vehicles, Insight Fund I) and indirectly beneficially owned by each of Insight Equity Management Company LLC (Insight Equity) and Insight Equity I GP LP (Insight GP). Mr. Beneski and Victor L. Vescovo are the controlling equity owners of Insight Equity and Insight GP and as such may be deemed to indirectly beneficially own the securities held by Insight Fund I.
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person (See Instructions) | |||||
(1) Represents 129,752 common units representing limited partner interests (Common Units) held directly by Mr. Vescovo and 10,416,341 Common Units held directly by Insight Equity I LP (together with related investment vehicles, Insight Fund I) and indirectly beneficially owned by each of Insight Equity Management Company LLC (Insight Equity) and Insight Equity I GP LP (Insight GP). Mr. Beneski and Victor L. Vescovo are the controlling equity owners of Insight Equity and Insight GP and as such may be deemed to indirectly beneficially own the securities held by Insight Fund I.
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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Item 1(a). |
Name of Issuer: | ||||
Item 1(b). |
Address of Issuers Principal Executive Offices: | ||||
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Item 2(a). |
Name of Person(s) Filing: | ||||
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Insight Equity Management Company LLC |
(Insight Equity) | |||
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Insight Equity GP I, LP |
(Insight GP) | |||
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Insight Equity I LP |
(Insight Fund I) | |||
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Ted W. Beneski |
(Mr. Beneski) | |||
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Victor L. Vescovo |
(Mr. Vescovo) | |||
Item 2(b). |
Address of Principal Business Office or, if none, Residence: 1400 CIVIC PLACE, SUITE 250 | ||||
Item 2(c). |
Citizenship or Place of Organization: | ||||
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Insight Equity Management Company LLC |
Delaware | |||
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Insight Equity GP I, LP |
Delaware | |||
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Insight Equity I LP |
Delaware | |||
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Ted W. Beneski |
United States | |||
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Victor L. Vescovo |
United States | |||
Item 2(d). |
Title of Class of Securities: | ||||
Item 2(e). |
CUSIP Number: | ||||
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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: | ||||
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Not applicable. | ||||
CUSIP No.: 29102H 108 |
SCHEDULE 13G |
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Item 4. |
Ownership: |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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Insight Equity, |
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Mr. Beneski |
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Mr. Vescovo |
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(a) Amount beneficially owned: |
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10,416,341 |
(1),(2) |
11,275,109 |
(2),(4) |
10,546,093 |
(2),(5) |
(b) Percent of class: |
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44.9 |
%(3) |
48.6 |
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45.4 |
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(c) Number of shares as to which such person has: |
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(i) Sole power to vote or to direct the vote: |
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858,768 |
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129,752 |
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(ii) Shared power to vote or to direct the vote: |
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10,416,341 |
(1),(2) |
10,416,341 |
(2) |
10,416,341 |
(2) |
(iii) Sole power to dispose or to direct the disposition of: |
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858,768 |
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129,752 |
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(iv) Shared power to dispose or to direct the disposition of: |
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10,416,341 |
(1),(2) |
10,416,341 |
(2) |
10,416,341 |
(2) |
(1) Represents the common units representing limited partner interests (Common Units) held by Insight Equity I LP, a Delaware limited partnership, and related investment vehicles (collectively, Insight Fund I). Insight Equity, as the investment manager to Insight Fund I, and Insight GP, as the general partner of Insight Fund I, have the shared power to vote and dispose of the Common Units held by Insight Fund I.
(2) Messrs. Beneski and Vescovo are the controlling equity owners of Insight Equity and Insight GP. Messrs. Beneski and Vescovo, by virtue of being controlling equity owners of Insight Equity, may be deemed to indirectly beneficially own the securities held by Insight Fund I.
(3) Based upon 23,219,680 Common Units outstanding as of November 14, 2013, as reported in the Issuers most recent Form 10-Q filed on the same date.
(4) Represents (a) 818,768 Common Units held directly by Mr. Beneski, (b) 40,000 Common Units held by family trusts of which Mr. Beneski is the sole trustee and which Mr. Beneski may be deemed to indirectly beneficially own and (c) 10,416,341 Common Units held by Insight Fund I.
(5) Represents 129,752 Common Units held directly by Mr. Vescovo and 10,416,341 Common Units held by Insight Fund I.
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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: o Not applicable. | |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable. | |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
Not applicable. | |
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Item 8. |
Identification and Classification of Members of the Group: |
Not applicable. | |
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Item 9. |
Notice of Dissolution of Group: |
Not applicable. |
Item 10. |
Certification: |
Not applicable. |
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.
Dated: March 21, 2014
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Insight Equity Management Company LLC | |
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a Delaware limited liability company | |
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By: |
/s/ Ted W. Beneski |
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Authorized Signatory |
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Insight Equity I GP, LP | |
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a Delaware limited partnership | |
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By: |
Insight Equity Holdings I LLC, its general partner |
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By: |
/s/ Ted W. Beneski |
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Authorized Signatory |
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Insight Equity I LP | |
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a Delaware limited partnership | |
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By: |
Insight Equity GP I LP, its general partner |
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By: |
Insight Equity Holdings I LLC, its general partner |
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By: |
/s/ Ted W. Beneski |
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Authorized Signatory |
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Ted W. Beneski | |
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By: |
/s/ Ted W. Beneski |
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Ted W. Beneski |
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Victor L. Vescovo | |
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By: |
/s/ Victor L. Vescovo |
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Victor L. Vescovo |
JOINT FILING AGREEMENT
In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement.
IN WITNESS WHEREOF, the undersigned hereby executed this Agreement as of February 14, 2014.
Dated: March 21, 2014
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Insight Equity Management Company LLC | |
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a Delaware limited liability company | |
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By: |
/s/ Ted W. Beneski |
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Authorized Signatory |
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Insight Equity I GP, LP | |
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a Delaware limited partnership | |
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By: |
Insight Equity Holdings I LLC, its general partner |
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By: |
/s/ Ted W. Beneski |
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Authorized Signatory |
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Insight Equity I LP | |
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a Delaware limited partnership | |
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By: |
Insight Equity GP I LP, its general partner |
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By: |
Insight Equity Holdings I LLC, its general partner |
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By: |
/s/ Ted W. Beneski |
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Authorized Signatory |
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Ted W. Beneski | |
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By: |
/s/ Ted W. Beneski |
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Ted W. Beneski |
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Victor L. Vescovo | |
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By: |
/s/ Victor L. Vescovo |
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Victor L. Vescovo |