CUSIP No. 70788V 300 and 70788V 100
|
||||||
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
|
Debello Investors LLC
|
||||
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
(b)
|
|||||
3
|
SEC Use Only
|
|||||
4
|
Source of Funds (See Instructions)
|
OO
|
||||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
|
|
||||
6
|
Citizenship or Place of Organization
|
Delaware
|
||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
|
0
|
|||
8
|
Shared Voting Power (see Item 5 below)
|
282,996
|
||||
9
|
Sole Dispositive Power
|
0
|
||||
10
|
Shared Dispositive Power (see Item 5 below)
|
282,996
|
||||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
282,996
|
||||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||||
13
|
Percent of Class Represented by Amount in Row (11)
|
2.00%
|
||||
14
|
Type of Reporting Person (See Instructions)
|
CO
|
CUSIP No. 70788V 300 and 70788V 100
|
||||||
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
|
Wexford Catalyst Investors LLC
|
||||
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
(b)
|
|||||
3
|
SEC Use Only
|
|||||
4
|
Source of Funds (See Instructions)
|
OO
|
||||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
|
|
||||
6
|
Citizenship or Place of Organization
|
Delaware
|
||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
|
0
|
|||
8
|
Shared Voting Power (see Item 5 below)
|
291,180
|
||||
9
|
Sole Dispositive Power
|
0
|
||||
10
|
Shared Dispositive Power (see Item 5 below)
|
291,180
|
||||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
291,180
|
||||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||||
13
|
Percent of Class Represented by Amount in Row (11)
|
2.05%
|
||||
14
|
Type of Reporting Person (See Instructions)
|
OO
|
CUSIP No. 70788V 300 and 70788V 100
|
||||||
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
|
Wexford Spectrum Investors LLC
|
||||
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
(b)
|
|||||
3
|
SEC Use Only
|
|||||
4
|
Source of Funds (See Instructions)
|
OO
|
||||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
|
|
||||
6
|
Citizenship or Place of Organization
|
Delaware
|
||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
|
0
|
|||
8
|
Shared Voting Power (see Item 5 below)
|
293,490
|
||||
9
|
Sole Dispositive Power
|
0
|
||||
10
|
Shared Dispositive Power (see Item 5 below)
|
293,490
|
||||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
293,490
|
||||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||||
13
|
Percent of Class Represented by Amount in Row (11)
|
2.07%
|
||||
14
|
Type of Reporting Person (See Instructions)
|
OO
|
CUSIP No. 70788V 300 and 70788V 100
|
||||||
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
|
Wexford Capital LP
|
||||
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
(b)
|
|||||
3
|
SEC Use Only
|
|||||
4
|
Source of Funds (See Instructions)
|
OO
|
||||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
|
|
||||
6
|
Citizenship or Place of Organization
|
Delaware
|
||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
|
0
|
|||
8
|
Shared Voting Power (see Item 5 below)
|
867,666
|
||||
9
|
Sole Dispositive Power
|
0
|
||||
10
|
Shared Dispositive Power (see Item 5 below)
|
867,666
|
||||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
867,666
|
||||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||||
13
|
Percent of Class Represented by Amount in Row (11)
|
6.12%
|
||||
14
|
Type of Reporting Person (See Instructions)
|
PN
|
CUSIP No. 70788V 300 and 70788V 100
|
||||||
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
|
Wexford GP LLC
|
||||
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
(b)
|
|||||
3
|
SEC Use Only
|
|||||
4
|
Source of Funds (See Instructions)
|
OO
|
||||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
|
|
||||
6
|
Citizenship or Place of Organization
|
Delaware
|
||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
|
0
|
|||
8
|
Shared Voting Power (see Item 5 below)
|
867,666
|
||||
9
|
Sole Dispositive Power
|
0
|
||||
10
|
Shared Dispositive Power (see Item 5 below)
|
867,666
|
||||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
867,666
|
||||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||||
13
|
Percent of Class Represented by Amount in Row (11)
|
6.12%
|
||||
14
|
Type of Reporting Person (See Instructions)
|
OO
|
CUSIP No. 70788V 300 and 70788V 100
|
||||||
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
|
Charles E. Davidson
|
||||
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
(b)
|
|||||
3
|
SEC Use Only
|
|||||
4
|
Source of Funds (See Instructions)
|
OO
|
||||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
|
|
||||
6
|
Citizenship or Place of Organization
|
United States
|
||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
|
0
|
|||
8
|
Shared Voting Power (see Item 5 below)
|
867,666
|
||||
9
|
Sole Dispositive Power
|
0
|
||||
10
|
Shared Dispositive Power (see Item 5 below)
|
867,666
|
||||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
867,666
|
||||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||||
13
|
Percent of Class Represented by Amount in Row (11)
|
6.12%
|
||||
14
|
Type of Reporting Person (See Instructions)
|
IN
|
CUSIP No. 70788V 300 and 70788V 100
|
||||||
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
|
Joseph M. Jacobs
|
||||
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
(b)
|
|||||
3
|
SEC Use Only
|
|||||
4
|
Source of Funds (See Instructions)
|
OO
|
||||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
|
|
||||
6
|
Citizenship or Place of Organization
|
United States
|
||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
|
0
|
|||
8
|
Shared Voting Power (see Item 5 below)
|
867,666
|
||||
9
|
Sole Dispositive Power
|
0
|
||||
10
|
Shared Dispositive Power (see Item 5 below)
|
867,666
|
||||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
867,666
|
||||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||||
13
|
Percent of Class Represented by Amount in Row (11)
|
6.12%
|
||||
14
|
Type of Reporting Person (See Instructions)
|
IN
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
(a)
|
This statement is filed by
|
|
(i)
|
Each of Debello Investors LLC, Wexford Catalyst Investors LLC and Wexford Spectrum Investors LLC (collectively, the “Purchasing Entities”), each of which is a Delaware limited liability company, with respect to the shares of Common Stock owned by them;
|
|
(ii)
|
Wexford Capital LP (“Wexford Capital”), a Delaware limited partnership, which is the manager of the Purchasing Entities;
|
|
(iii)
|
Wexford GP LLC (“Wexford GP”), a Delaware limited liability company, which is the general partner of Wexford Capital, which acts as manager to the Purchasing Entities;
|
|
(iv)
|
Charles E. Davidson (“Mr. Davidson”), the Chairman and a managing member of Wexford GP; and
|
|
(v)
|
Joseph M. Jacobs (“Mr. Jacobs”), the President and a managing member of Wexford GP.
|
(b)
|
The address of the principal business and principal office of the Purchasing Entities, Wexford Capital and Wexford GP is c/o Wexford Capital LP, 411 West Putnam Avenue, Suite 125, Greenwich, CT 06830. The address of the principal business and principal office of Charles E. Davidson and Joseph M. Jacobs is c/o Wexford Capital LP, 777 South Flagler Drive, Suite 602 East, West Palm Beach, FL 33401.
|
(c)
|
Each of Purchasing Entities is a private investment fund formed for the purpose of making various investments. Wexford Capital is an investment advisor registered with the Securities and Exchange Commission, and manages a series of investment funds. Wexford GP is the general partner of Wexford Capital. Messrs. Davidson and Jacobs are the managing members of Wexford GP.
|
(d)
|
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
(e)
|
None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
|
(f)
|
Each of Wexford Catalyst Investors LLC, Debello Investors LLC, Wexford Spectrum Investors LLC and Wexford GP LLC is a Delaware limited liability company. Wexford Capital is a Delaware limited partnership. Messrs. Davidson and Jacobs are each United States citizens.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer
|
Debello Investors LLC
|
|||||
a)
|
Amount beneficially owned: 282,996
|
Percentage: 2.00%
|
|||
b)
|
Number of shares to which the Reporting Person has:
|
||||
i.
|
Sole power to vote or to direct the vote:
|
0
|
|||
ii.
|
Shared power to vote or to direct the vote:
|
282,996
|
|||
iii.
|
Sole power to dispose or to direct the disposition of:
|
0
|
|||
iv.
|
Shared power to dispose or to direct the disposition of:
|
282,996
|
|||
Wexford Catalyst Investors LLC
|
|||||
a)
|
Amount beneficially owned: 291,180
|
Percentage: 2.05%
|
|||
b)
|
Number of shares to which the Reporting Person has:
|
||||
i.
|
Sole power to vote or to direct the vote:
|
0
|
|||
ii.
|
Shared power to vote or to direct the vote:
|
291,180
|
|||
iii.
|
Sole power to dispose or to direct the disposition of:
|
0
|
|||
iv.
|
Shared power to dispose or to direct the disposition of:
|
291,180
|
|||
Wexford Spectrum Investors LLC
|
|||||
a)
|
Amount beneficially owned: 293,490
|
Percentage: 2.07%
|
|||
b)
|
Number of shares to which the Reporting Person has:
|
||||
i.
|
Sole power to vote or to direct the vote:
|
0
|
|||
ii.
|
Shared power to vote or to direct the vote:
|
293,490
|
|||
iii.
|
Sole power to dispose or to direct the disposition of:
|
0
|
|||
iv.
|
Shared power to dispose or to direct the disposition of:
|
293,490
|
|||
Wexford Capital LP
|
|||||
a)
|
Amount beneficially owned: 867,666
|
Percentage: 6.12%
|
|||
b)
|
Number of shares to which the Reporting Person has:
|
||||
i.
|
Sole power to vote or to direct the vote:
|
0
|
|||
ii.
|
Shared power to vote or to direct the vote:
|
867,666
|
|||
iii.
|
Sole power to dispose or to direct the disposition of:
|
0
|
|||
iv.
|
Shared power to dispose or to direct the disposition of:
|
867,666
|
|||
Wexford GP LLC
|
|||||
a)
|
Amount beneficially owned: 867,666
|
Percentage: 6.12%
|
|||
b)
|
Number of shares to which the Reporting Person has:
|
||||
i.
|
Sole power to vote or to direct the vote:
|
0
|
|||
ii.
|
Shared power to vote or to direct the vote:
|
867,666
|
|||
iii.
|
Sole power to dispose or to direct the disposition of:
|
0
|
|||
iv.
|
Shared power to dispose or to direct the disposition of:
|
867,666
|
|||
Charles E. Davidson
|
|||||
a)
|
Amount beneficially owned: 867,666
|
Percentage: 6.12%
|
|||
b)
|
Number of shares to which the Reporting Person has:
|
||||
i.
|
Sole power to vote or to direct the vote:
|
0
|
|||
ii.
|
Shared power to vote or to direct the vote:
|
867,666
|
|||
iii.
|
Sole power to dispose or to direct the disposition of:
|
0
|
|||
iv.
|
Shared power to dispose or to direct the disposition of:
|
867,666
|
|||
Joseph M. Jacobs
|
|||||
a)
|
Amount beneficially owned: 867,666
|
Percentage: 6.12%
|
|||
b)
|
Number of shares to which the Reporting Person has:
|
||||
i.
|
Sole power to vote or to direct the vote:
|
0
|
|||
ii.
|
Shared power to vote or to direct the vote:
|
867,666
|
|||
iii.
|
Sole power to dispose or to direct the disposition of:
|
0
|
|||
iv.
|
Shared power to dispose or to direct the disposition of:
|
867,666
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to be Filed as Exhibits
|
|
Exhibit B — Shareholders Agreement by and Among Penn Virginia Corporation and The Shareholders (as defined therein), dated as of September 12, 2016. (2)
|
|
(1) Incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K, filed on September 15, 2016.
|
|
(2) Incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed on September 15, 2016.
|
Date: September 29, 2016
|
Company Name
|
||
DEBELLO INVESTORS LLC
|
|||
By:
|
/s/ Arthur Amron
|
||
Name:
|
Arthur H. Amron
|
||
Title:
|
Vice President and Assistant Secretary
|
||
WEXFORD CATALYST INVESTORS LLC
|
|||
By:
|
/s/ Arthur Amron
|
||
Name:
|
Arthur H. Amron
|
||
Title:
|
Vice President and Assistant Secretary
|
||
WEXFORD SPECTRUM INVESTORS LLC
|
|||
By:
|
/s/ Arthur Amron
|
||
Name:
|
Arthur H. Amron
|
||
Title:
|
Vice President and Assistant Secretary
|
||
WEXFORD CAPITAL LP
|
|||
By:
|
Wexford GP LLC, its General Partner
|
||
By:
|
/s/ Arthur Amron
|
||
Name:
|
Arthur H. Amron
|
||
Title:
|
Vice President and Assistant Secretary
|
||
WEXFORD GP LLC
|
|||
By:
|
/s/ Arthur Amron
|
||
Name:
|
Arthur H. Amron
|
||
Title:
|
Vice President and Assistant Secretary
|
||
/s/ Joseph M. Jacobs
|
|||
JOSEPH M. JACOBS
|
|||
/s/ Charles E. Davidson
|
|||
CHARLES E. DAVIDSON
|
|||
Date: September 29, 2016
|
Company Name
|
||
DEBELLO INVESTORS LLC
|
|||
By:
|
/s/ Arthur Amron
|
||
Name:
|
Arthur H. Amron
|
||
Title:
|
Vice President and Assistant Secretary
|
||
WEXFORD CATALYST INVESTORS LLC
|
|||
By:
|
/s/ Arthur Amron
|
||
Name:
|
Arthur H. Amron
|
||
Title:
|
Vice President and Assistant Secretary
|
||
WEXFORD SPECTRUM INVESTORS LLC
|
|||
By:
|
/s/ Arthur Amron
|
||
Name:
|
Arthur H. Amron
|
||
Title:
|
Vice President and Assistant Secretary
|
||
WEXFORD CAPITAL LP
|
|||
By:
|
Wexford GP LLC, its General Partner
|
||
By:
|
/s/ Arthur Amron
|
||
Name:
|
Arthur H. Amron
|
||
Title:
|
Vice President and Assistant Secretary
|
||
WEXFORD GP LLC
|
|||
By:
|
/s/ Arthur Amron
|
||
Name:
|
Arthur H. Amron
|
||
Title:
|
Vice President and Assistant Secretary
|
||
/s/ Joseph M. Jacobs
|
|||
JOSEPH M. JACOBS
|
|||
/s/ Charles E. Davidson
|
|||
CHARLES E. DAVIDSON
|
|||