-----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, RU1xXuKz+4N2+SIPr5oxuYLi6x6G1hmHc1aEKpGjz+GFfRgU24LHqIW+AjQFkrT8 kX7CRX4B+RSXvhs3ahxEHA== 0001104659-10-050473.txt : 20100929 0001104659-10-050473.hdr.sgml : 20100929 20100929141627 ACCESSION NUMBER: 0001104659-10-050473 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100929 FILED AS OF DATE: 20100929 DATE AS OF CHANGE: 20100929 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JACOBS JOSEPH CENTRAL INDEX KEY: 0001048485 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34892 FILM NUMBER: 101096066 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rhino Resource Partners LP CENTRAL INDEX KEY: 0001490630 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 272377517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 424 LEWIS HARGETT CIRCLE SUITE 250 CITY: LEXINGTON STATE: KY ZIP: 40503 BUSINESS PHONE: (859) 389-6500 MAIL ADDRESS: STREET 1: 424 LEWIS HARGETT CIRCLE SUITE 250 CITY: LEXINGTON STATE: KY ZIP: 40503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DAVIDSON CHARLES E CENTRAL INDEX KEY: 0001001391 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34892 FILM NUMBER: 101096067 MAIL ADDRESS: STREET 1: C/O WEXFORD CAPITAL LP STREET 2: 411 WEST PUTNAM AVE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEXFORD CAPITAL LP CENTRAL INDEX KEY: 0001048462 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34892 FILM NUMBER: 101096068 BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: WEXFORD CAPITAL LLC DATE OF NAME CHANGE: 20000817 FORMER NAME: FORMER CONFORMED NAME: WEXFORD MANAGEMENT LLC DATE OF NAME CHANGE: 19971024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wexford GP LLC CENTRAL INDEX KEY: 0001472112 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34892 FILM NUMBER: 101096065 BUSINESS ADDRESS: STREET 1: C/O WEXFORD CAPITAL LP STREET 2: SUITE 125 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-7000 MAIL ADDRESS: STREET 1: C/O WEXFORD CAPITAL LP STREET 2: SUITE 125 CITY: GREENWICH STATE: CT ZIP: 06830 3 1 a3.xml 3 X0203 3 2010-09-29 0 0001490630 Rhino Resource Partners LP RNO 0001048462 WEXFORD CAPITAL LP 411 WEST PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001001391 DAVIDSON CHARLES E 411 WEST PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001048485 JACOBS JOSEPH 411 WEST PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001472112 Wexford GP LLC 411 WEST PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 Common Units 0 I See Note Subordinated Units Common Units I See Note This form is jointly filed by Wexford Capital LP ("Wexford Capital"), Charles E. Davidson, Joseph M. Jacobs and Wexford GP LLC ("Wexford GP"). Common units and subordinated units shown as beneficially owned by Charles E. Davidson, Joseph M. Jacobs, Wexford GP and Wexford Capital, reflect common units and subordinated units owned of record by Rhino Energy Holdings LLC ("Rhino Holdings"). Wexford Capital serves as manager for Rhino Holdings and as such may be deemed to share beneficial ownership of the units beneficially owned by Rhino Holdings, but disclaims such beneficial ownership. Wexford GP, as the general partner of Wexford Capital, may be deemed to share beneficial ownership of the units beneficially owned by Rhino Holdings. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any units beneficially owned by Rhino Holdings for which Wexford Capital serves as manager, but disclaim such beneficial ownership. Pursuant to the Contribution, Conveyance and Assumption Agreement with the Rhino Resource Partners LP (the "Partnership"), Rhino Holdings will own 8,647,000 common units and 12,397,000 subordinated units, upon the closing of the Partnership's initial public offering. If the Partnership increases or decreases the number of common units to be sold to the public through the underwriters, the Partnership will correspondingly decrease or increase the number of common units to be issued to Rhino Holdings, respectively. In connection with the offering, the Partnership has granted the underwriters a 30 day over allotment option. In the event that some or all of the option is not exercised, the Partnership shall issue common units to Rhino Holdings in an amount equal to the portion of the option not exercised by the underwriters. The subordinated units will convert into common units on a one-for-one basis at the end of the subordination period described in the Partnership's Registration Statement on Form S-1 (333-166550). Wexford Capital LP By: /s/ Arthur Amron 2010-09-28 Wexford GP LLC By: /s/ Arthur Amron 2010-09-28 /s/ Charles E. Davidson 2010-09-28 /s/ Joseph M. Jacobs 2010-09-28 -----END PRIVACY-ENHANCED MESSAGE-----