-----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, WNcAXu5Pe5xWBb2A8z6REmHN7gNbMLbMW4SaRn3pva5zEPCXEIzn2BCS5BaQJVLB hBRoRsm9mzxRg3fDkPzowg== 0001181431-06-063587.txt : 20061114 0001181431-06-063587.hdr.sgml : 20061114 20061114132247 ACCESSION NUMBER: 0001181431-06-063587 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061114 FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Constellation Energy Partners LLC CENTRAL INDEX KEY: 0001362705 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 113742489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 MARKET PLACE CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: (410) 468-3500 MAIL ADDRESS: STREET 1: 111 MARKET PLACE CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: Constellation Energy Resources LLC DATE OF NAME CHANGE: 20060515 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONSTELLATION ENERGY GROUP INC CENTRAL INDEX KEY: 0001004440 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 061213278 BUSINESS ADDRESS: STREET 1: 750 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4107832800 MAIL ADDRESS: STREET 1: 750 E PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER NAME: FORMER CONFORMED NAME: CONSTELLATION ENERGY CORP DATE OF NAME CHANGE: 19951220 FORMER NAME: FORMER CONFORMED NAME: RH ACQUISITION CORP DATE OF NAME CHANGE: 19951205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Constellation Energy Partners Holdings, LLC CENTRAL INDEX KEY: 0001378012 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 061213279 BUSINESS ADDRESS: STREET 1: 111 MARKET PLACE CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: (410) 468-3500 MAIL ADDRESS: STREET 1: 111 MARKET PLACE CITY: BALTIMORE STATE: MD ZIP: 21202 3 1 rrd136158.xml X0202 3 2006-11-14 0 0001362705 Constellation Energy Partners LLC CEP 0001004440 CONSTELLATION ENERGY GROUP INC 750 E. PRATT ST. BALTIMORE MD 21202 0 0 1 0 0001378012 Constellation Energy Partners Holdings, LLC 111 MARKET PLACE BALTIMORE MD 21202 0 0 1 0 Common units representing Class B LLC interests 0 I See footnotes As of November 14, 2006, Constellation Energy Group, Inc. ("CEG") indirectly owns 100% of Constellation Energy Partners Holdings, LLC ("CEPH"), which owns a 100% limited liability company interest in the Issuer. Accordingly, CEG may be deemed to be the beneficial owner of the 100% limited liability company interest in the Issuer. At the closing of the Issuer's initial public offering of common units representing Class B limited liability company interests ("Common Units") in the Issuer (the "Offering"), CEPH's 100% limited liability company interest in the Issuer will be converted into 226,406 Class A limited liability company interests in the Issuer, 6,593,894 Common Units and all of the Class C limited liability company interests in the Issuer. As of November 14, 2006, CEG indirectly owns 100% of Constellation Holdings, Inc. ("CHI"). At the closing of the Offering, CHI will contribute $8.0 million to the Issuer in exchange for all of the Issuer's Class D limited liability company interests. /s/ Felix Dawson, Constellation Energy Group, Inc. - Senior Vice President 2006-11-14 /s/ Felix Dawson, Constellation Energy Partners Holdings, LLC - Co-President and Co-Chief Executive Officer 2006-11-14 -----END PRIVACY-ENHANCED MESSAGE-----