0001172661-20-000687.txt : 20200214 0001172661-20-000687.hdr.sgml : 20200214 20200214125346 ACCESSION NUMBER: 0001172661-20-000687 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Deep Down, Inc. CENTRAL INDEX KEY: 0001110607 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 752263732 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79086 FILM NUMBER: 20617076 BUSINESS ADDRESS: STREET 1: 18511 BEAUMONT HIGHWAY CITY: HOUSTON STATE: TX ZIP: 77049 BUSINESS PHONE: (281) 517-5000 MAIL ADDRESS: STREET 1: PO BOX 1389 CITY: CROSBY STATE: TX ZIP: 77532-1389 FORMER COMPANY: FORMER CONFORMED NAME: MediQuip Holdings, INC DATE OF NAME CHANGE: 20060501 FORMER COMPANY: FORMER CONFORMED NAME: TRUE HEALTH INC DATE OF NAME CHANGE: 20000329 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PVAM Perlus Microcap Fund, L.P. CENTRAL INDEX KEY: 0001472885 IRS NUMBER: 980609682 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: CRICKET SQUARE STREET 2: HUTCHINS DRIVE, P.O. BOX 268 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: 1 345 949 1040 MAIL ADDRESS: STREET 1: CRICKET SQUARE STREET 2: HUTCHINS DRIVE, P.O. BOX 268 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 FORMER COMPANY: FORMER CONFORMED NAME: PVAM Perlus Microcap Fund L.P. DATE OF NAME CHANGE: 20140923 FORMER COMPANY: FORMER CONFORMED NAME: Perlus Microcap Fund L.P. DATE OF NAME CHANGE: 20091027 FORMER COMPANY: FORMER CONFORMED NAME: Perlus Ltd as General Partner to The Perlus Microcap Fund L.P. DATE OF NAME CHANGE: 20090923 SC 13G/A 1 pacificview-dpdw123119a4.htm SCHEDULE 13G HOLDINGS REPORT AMENDMENT

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*



DEEP DOWN, INC.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

24372A305

(CUSIP Number)

 

 

December 31, 2019
(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.  24372A305
 SCHEDULE 13G/A
Page 2 of 9 Pages

 

         
1
NAME OF REPORTING PERSONS
 
PVAM Perlus Microcap Fund L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
689,783 shares of common stock
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
689,783 shares of common stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
689,783 shares of common stock
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.2% of all of the outstanding shares of common stock of the Issuer
12
TYPE OF REPORTING PERSON
 
PN

 
 

CUSIP No.  24372A305
 SCHEDULE 13G/A
Page 3 of 9 Pages

 

         
1
NAME OF REPORTING PERSONS
 
PVAM Holdings Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United Kingdom
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
689,783 shares of common stock
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
689,783 shares of common stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
689,783 shares of common stock
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.2% of all of the outstanding shares of common stock of the Issuer
12
TYPE OF REPORTING PERSON
 
CO

 
 

CUSIP No.  24372A305
 SCHEDULE 13G/A
Page 4 of 9 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Pacific View Asset Management (UK) LLP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United Kingdom
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
689,783 shares of common stock
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
689,783 shares of common stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
689,783 shares of common stock
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.2% of all of the outstanding shares of common stock of the Issuer
12
TYPE OF REPORTING PERSON
 
PN
 
 

 

CUSIP No. 24372A305
 SCHEDULE 13G/A
Page 5 of  9 Pages

 

Item 1.(a) Name of Issuer

DEEP DOWN, INC. (the “Issuer”)

Item 1.(b) Address of Issuer’s Principal Executive Offices

18511 Beaumont Highway

Houston, TX 77049

Item 2.(a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship:

 

This Schedule 13G/A is being filed on behalf of (i) PVAM Perlus Microcap Fund L.P., a limited partnership formed under the laws of the Cayman Islands; (ii) PVAM Holdings Ltd., a corporation formed under the laws of the United Kingdom; and (iii) Pacific View Asset Management (UK) LLP, a limited liability partnership formed under the laws of the United Kingdom (together, the “Reporting Persons”).

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G/A as Exhibit A, pursuant to which the Reporting Persons have agreed to file this Schedule 13G/A jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

 

The principal business office address of PVAM Perlus Microcap Fund L.P. is c/o Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands.

 

The principal business office address of PVAM Holdings Ltd. is 8th Floor, 20 Farringdon Street, London, EC4A 4AB, United Kingdom.

 

The principal business office address of Pacific View Asset Management (UK) LLP is 8th Floor, 20 Farringdon Street, London, EC4A 4AB, United Kingdom.

  

Item 2.(d) Title of Class of Securities

Common Stock, par value $0.001 per share

 

Item 2.(e) CUSIP No.:

24372A305

 

CUSIP No.  24372A305
 SCHEDULE 13G/A
Page 6 of 9 Pages

 

 

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:

Not Applicable 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

CUSIP No. 24372A305
 SCHEDULE 13G/A
Page 7 of 9 Pages

 

 

Item 4. Ownership

Information with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2019, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.

The amount beneficially owned by each Reporting Person is determined based on 13,290,680 shares of Common Stock outstanding as of November 12, 2019, as the Issuer reported in its most recent Form 10-Q filed with the SEC on November 12, 2019. 

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 [ ].

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 or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group 

Not Applicable.

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.

 

 
CUSIP No. 24372A305
 SCHEDULE 13G/A
Page 8 of 9 Pages

 

 

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: February 14, 2020

 

 

 

 

PVAM PERLUS MICROCAP FUND L.P.

       
  By:  /s/ Steven Druskin
    Steven Druskin, Director of PVAM Limited, as General Partner
       
 

PVAM HOLDINGS LTD.

       
  By:  /s/ Steven Druskin
    Steven Druskin, Director
       
 

PACIFIC VIEW ASSET MANAGEMENT (UK) LLP

       
  By:  /s/ Steven Druskin
    Steven Druskin, Authorized Signatory
       

 
CUSIP No. 24372A305
 SCHEDULE 13G/A
Page 9 of 9 Pages

 

Exhibit I

 

EXHIBIT A

 

JOINT FILING STATEMENT

 

PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated: February 14, 2020

 

 

PVAM PERLUS MICROCAP FUND L.P.

       
  By:  /s/ Steven Druskin
    Steven Druskin, Director of PVAM Limited, as General Partner
       
 

PVAM HOLDINGS LTD.

       
  By:  /s/ Steven Druskin
    Steven Druskin, Director
       
 

PACIFIC VIEW ASSET MANAGEMENT (UK) LLP

       
  By:  /s/ Steven Druskin
    Steven Druskin, Authorized Signatory