0001104659-13-064835.txt : 20130819 0001104659-13-064835.hdr.sgml : 20130819 20130819134855 ACCESSION NUMBER: 0001104659-13-064835 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130819 DATE AS OF CHANGE: 20130819 GROUP MEMBERS: CEC FUND II GP, LLC GROUP MEMBERS: CEC GP, LLC GROUP MEMBERS: CHAMBERS ENERGY MANAGEMENT GP, LLC GROUP MEMBERS: J. ROBERT CHAMBERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Black Ridge Oil & Gas, Inc. CENTRAL INDEX KEY: 0001490161 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 272345075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85526 FILM NUMBER: 131047798 BUSINESS ADDRESS: STREET 1: 10275 WAYZATA BOULEVARD STREET 2: SUITE 310 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 952-426-1241 MAIL ADDRESS: STREET 1: 10275 WAYZATA BOULEVARD STREET 2: SUITE 310 CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: ante5, Inc. DATE OF NAME CHANGE: 20100422 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHAMBERS ENERGY MANAGEMENT, LP CENTRAL INDEX KEY: 0001584564 IRS NUMBER: 264076250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 7330 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-554-6779 MAIL ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 7330 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13G 1 a13-18863_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.   )

 

BLACK RIDGE OIL & GAS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

09216Q103

(CUSIP Number)

August 8, 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)

x

Rule 13d-1(c)

o

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).

 


 

CUSIP No. 09216Q103

13G

 

 

 

1

Names of Reporting Persons
Chambers Energy Management, LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
5,000,000 (1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
5,000,000 (1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 (1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
9.4% (1)

 

 

12

Type of Reporting Person
IA, PN

 

(1) Based on the warrants held of record by Chambers Energy Capital II, LP and Chambers Energy Capital II TE, LP, entitling them to purchase 4,454,485.4881 and 545,514.5119 shares of Common Stock, respectively, at an exercise price of $0.65 per share (see Item 4 below for more detail).  These warrants are treated as exercised for the purpose of computing the deemed beneficial ownership of the Reporting Persons in accordance with Rule 13d-3(d)(1).

 

2


 

CUSIP No. 09216Q103

13G

 

 

 

1

Names of Reporting Persons
Chambers Energy Management GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
5,000,000 (1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
5,000,000 (1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 (1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
9.4% (1)

 

 

12

Type of Reporting Person
HC, OO (Delaware Limited Liability Company)

 

(1) Based on the warrants held of record by Chambers Energy Capital II, LP and Chambers Energy Capital II TE, LP, entitling them to purchase 4,454,485.4881 and 545,514.5119 shares of Common Stock, respectively, at an exercise price of $0.65 per share (see Item 4 below for more detail).  These warrants are treated as exercised for the purpose of computing the deemed beneficial ownership of the Reporting Persons in accordance with Rule 13d-3(d)(1).

 

3


 

CUSIP No. 09216Q103

13G

 

 

 

1

Names of Reporting Persons
J. Robert Chambers

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
5,000,000 (1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
5,000,000 (1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 (1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
9.4% (1)

 

 

12

Type of Reporting Person
HC, IN

 

(1) Based on the warrants held of record by Chambers Energy Capital II, LP and Chambers Energy Capital II TE, LP, entitling them to purchase 4,454,485.4881 and 545,514.5119 shares of Common Stock, respectively, at an exercise price of $0.65 per share (see Item 4 below for more detail).  These warrants are treated as exercised for the purpose of computing the deemed beneficial ownership of the Reporting Persons in accordance with Rule 13d-3(d)(1).

 

4


 

CUSIP No. 09216Q103

13G

 

 

 

1

Names of Reporting Persons
CEC Fund II GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
5,000,000 (1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
5,000,000 (1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 (1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
9.4% (1)

 

 

12

Type of Reporting Person
HC, OO (Delaware Limited Liability Company)

 

(1) Based on the warrants held of record by Chambers Energy Capital II, LP and Chambers Energy Capital II TE, LP, entitling them to purchase 4,454,485.4881 and 545,514.5119 shares of Common Stock, respectively, at an exercise price of $0.65 per share (see Item 4 below for more detail).  These warrants are treated as exercised for the purpose of computing the deemed beneficial ownership of the Reporting Persons in accordance with Rule 13d-3(d)(1).

 

5


 

CUSIP No. 09216Q103

13G

 

 

 

1

Names of Reporting Persons
CEC GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
5,000,000 (1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
5,000,000 (1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 (1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
9.4% (1)

 

 

12

Type of Reporting Person
HC, OO (Delaware Limited Liability Company)

 

(1) Based on the warrants held of record by Chambers Energy Capital II, LP and Chambers Energy Capital II TE, LP, entitling them to purchase 4,454,485.4881 and 545,514.5119 shares of Common Stock, respectively, at an exercise price of $0.65 per share (see Item 4 below for more detail).  These warrants are treated as exercised for the purpose of computing the deemed beneficial ownership of the Reporting Persons in accordance with Rule 13d-3(d)(1).

 

6


 

CUSIP No. 09216Q103

13G

 

 

Item 1.

 

(a)

Name of Issuer:
Black Ridge Oil & Gas, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
10275 Wayzata Blvd. Suite 310

Minnetonka, Minnesota 55305

 

Item 2.

 

(a)

Name of Person Filing:
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is filed on behalf of:

 

Chambers Energy Management, LP

Chambers Energy Management GP, LLC

J. Robert Chambers

CEC Fund II GP, LLC

CEC GP, LLC

 

(b)

Address or Principal Business Office:
The address for each of the Reporting Persons is c/o Chambers Energy Management, LP, 600 Travis Street, Suite 7330, Houston, TX 77002.

 

(c)

Citizenship  of each reporting person is:
Each of the Reporting Persons is organized in the state of Delaware, except for Mr. Chambers, who is a natural person and citizen of the United States.

 

(d)

Title of Class of Securities:
Common stock, $0.001 par value (“Common Stock”)

 

(e)

CUSIP Number:
09216Q103

 

Item 3.

 

 

 

Not applicable.

 

7


 

CUSIP No. 09216Q103

13G

 

 

Item 4.

Ownership

 

Ownership (a-c)

 

The ownership information presented below represents beneficial ownership of Common Stock as of August 19, 2013, based upon (i) 47,979,990 shares of Common Stock outstanding as of August 12, 2013, as reported on the Issuer’s Form 10-Q for the quarterly period ended June 30, 2013, filed with the Securities and Exchange Commission on August 13, 2013, and (ii) the warrants as reported hereby, which are treated as exercised only for the purpose of computing the deemed beneficial ownership percentage of the Reporting Persons in accordance with Rule 13d-3(d)(1).

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class:

 

Sole
power
to vote or
direct the
vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole
power to
dispose or
to direct
the
disposition
of:

 

Shared
power to
dispose or
to direct
the
disposition
of:

 

Chambers Energy Management, LP

 

5,000,000

 

9.4

%

0

 

5,000,000

 

0

 

5,000,000

 

Chambers Energy Management GP, LLC

 

5,000,000

 

9.4

%

0

 

5,000,000

 

0

 

5,000,000

 

J. Robert Chambers

 

5,000,000

 

9.4

%

0

 

5,000,000

 

0

 

5,000,000

 

CEC Fund II GP, LLC

 

5,000,000

 

9.4

%

0

 

5,000,000

 

0

 

5,000,000

 

CEC GP, LLC

 

5,000,000

 

9.4

%

0

 

5,000,000

 

0

 

5,000,000

 

 

Chambers Energy Capital II, LP (“CEC II, LP”), a Delaware limited partnership, and Chambers Energy Capital II TE, LP (“CEC II TE, LP”), a Delaware limited partnership, are the record holders of warrants entitling them to purchase 4,454,485.4881 and 545,514.5119 shares of Common Stock, respectively, at an exercise price of $0.65 per share.  These warrants are exercisable at any time and from time to time during the period from August 8, 2013 through August 8, 2018 and were filed with the Securities and Exchange Commission as part of the Issuer’s Form 8-K submitted on August 9, 2013.  CEC Fund II GP, LLC, a Delaware limited liability company, is the general partner of CEC II, LP and CEC II TE, LP.  CEC GP, LLC, a Delaware limited liability company, is the sole member of CEC Fund II GP, LLC.  Chambers Energy Management, LP (the “Management Company”), a Delaware limited partnership, provides certain investment advisory and management services to CEC II, LP and CEC II TE, LP.  Chambers Energy Management GP, LLC, a Delaware limited liability company, is the general partner of the Management Company.  J. Robert Chambers is the managing member of both CEC GP, LLC and Chambers Energy Management GP, LLC.

 

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

 

Not applicable.

 

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

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

8


 

CUSIP No. 09216Q103

13G

 

 

Item 10.

Certification

 

By signing below I 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.

 

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:

August 19, 2013

 

 

 

 

 

 

CHAMBERS ENERGY MANAGEMENT, LP

 

 

 

 

By:

Chambers Energy Management GP, LLC, its general partner

 

 

 

 

By:

/s/ J. Robert Chambers

 

Name:

J. Robert Chambers

 

Title:

Sole Member

 

 

 

 

 

CHAMBERS ENERGY MANAGEMENT GP, LLC

 

 

 

 

By:

/s/ J. Robert Chambers

 

Name:

J. Robert Chambers

 

Title:

Sole Member

 

 

 

 

 

 

 

J. ROBERT CHAMBERS

 

 

 

 

By:

/s/ J. Robert Chambers

 

 

 

 

 

 

 

CEC FUND II GP, LLC

 

 

 

 

By:

/s/ J. Robert Chambers

 

Name:

J. Robert Chambers

 

Title:

Managing Director

 

 

 

 

 

 

 

CEC GP, LLC

 

 

 

 

By:

/s/ J. Robert Chambers

 

Name:

J. Robert Chambers

 

Title:

Managing Member

 

9


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99

 

Joint Filing Agreement

 

10

 EX-99 2 a13-18863_1ex99.htm EX-99

Exhibit 99

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock beneficially owned by each of them of Black Ridge Oil & Gas, Inc.  This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 19th day of August, 2013.

 

 

 

CHAMBERS ENERGY MANAGEMENT, LP

 

 

 

 

By:

Chambers Energy Management GP, LLC, its general partner

 

 

 

 

By:

/s/ J. Robert Chambers

 

Name:

J. Robert Chambers

 

Title:

Sole Member

 

 

 

 

 

CHAMBERS ENERGY MANAGEMENT GP, LLC

 

 

 

 

By:

/s/ J. Robert Chambers

 

Name:

J. Robert Chambers

 

Title:

Sole Member

 

 

 

 

 

 

 

J. ROBERT CHAMBERS

 

 

 

 

By:

/s/ J. Robert Chambers

 

 

 

 

 

 

 

CEC FUND II GP, LLC

 

 

 

 

By:

/s/ J. Robert Chambers

 

Name:

J. Robert Chambers

 

Title:

Managing Director

 

 

 

 

 

 

 

CEC GP, LLC

 

 

 

 

By:

/s/ J. Robert Chambers

 

Name:

J. Robert Chambers

 

Title:

Managing Member