UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Amendment No. 2)
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
U.S. Geothermal Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
90338S102
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| CUSIP No. 90338S102 | 13G/A |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bradley Louis Radoff | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
42,057 | ||||
| 6 | SHARED VOTING POWER
1,782,943 | |||||
| 7 | SOLE DISPOSITIVE POWER
42,057 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,782,943 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,825,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6% | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
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| CUSIP No. 90338S102 | 13G/A |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FMLP, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,703,777 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,703,777 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,703,777 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
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| CUSIP No. 90338S102 | 13G/A |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fondren Management LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,703,777 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,703,777 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,703,777 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
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SCHEDULE 13G/A
This Amendment No. 2 to the Schedule 13G (this “Amendment”) is being filed on behalf of Bradley Louis Radoff, FMLP, Inc., a Texas corporation (“FMLP”), and Fondren Management LP, a Texas limited partnership (“Fondren”), relating to Common Stock, $0.001 par value (the “Common Stock”), of U.S. Geothermal Inc., a Delaware corporation (the “Issuer”).
Mr. Radoff is the principal of FMLP. FMLP is the general partner of Fondren. The shares of Common Stock reported on this Amendment are held by (i) a private investment fund managed by Fondren (the “Fund”), (ii) Mr. Radoff’s family foundation (the “Foundation”) and (iii) Mr. Radoff directly.
| Item 1(a) | Name of Issuer. |
U.S. Geothermal Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
390 E. Parkcenter Blvd., Suite 250
Boise, Idaho 83706
| Item 2(a) | Name of Person Filing. |
Mr. Bradley Louis Radoff, FMLP, Inc. (“FMLP”) and Fondren Management LP (“Fondren”).
| Item 2(b) | Address of Principal Business Office, or, if none, Residence |
1177 West Loop South
Suite 1625
Houston, Texas 77027
| Item 2(c) | Place of Organization. |
Mr. Radoff is a U.S. citizen. FMLP is a Texas corporation. Fondren is a Texas limited partnership.
| Item 2(d) | Title of Class of Securities. |
Common Stock, $0.001 par value (the “Common Stock”)
| Item 2(e) | CUSIP Number. |
90338S102
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| Item 3 | Reporting Person. |
The person filing is not listed in Items 3(a) through 3(j).
| Item 4 | Ownership. |
| (a) | FMLP and Fondren are the beneficial owners of 1,703,777 shares of Common Stock held by the Fund. Mr. Radoff is the beneficial owner of 1,825,000 shares of Common Stock consisting of (i) 1,703,777 shares of Common Stock held by the Fund, (ii) 79,166 shares of Common Stock held by the Foundation and (iii) 42,057 shares of Common Stock held by Mr. Radoff directly. |
| (b) | FMLP and Fondren beneficially own 1,703,777 shares of Common Stock, which represents approximately 9.0% of the shares of Common Stock issued and outstanding. Mr. Radoff beneficially owns 1,825,000 shares of Common Stock, which represents approximately 9.6% of the shares of Common Stock issued and outstanding. These percentages are determined by dividing the number of shares beneficially held by each of the Reporting Persons by 18,922,965, the number of shares of Common Stock issued and outstanding as of November 9, 2016, as determined by the Issuer’s most recent 10-Q filed on November 9, 2016 and the Issuer’s 8-K filed on November 9, 2016. |
| (c) | FMLP and Fondren have the shared power to vote and dispose of the 1,703,777 shares of Common Stock held by the Fund. Mr. Radoff has the shared power to vote and dispose of the 1,782,943 shares of Common Stock held by the Fund and the Foundation. Mr. Radoff has the sole power to vote and dispose of the 42,057 shares of Common Stock that he holds directly. |
| Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable.
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
The Fund has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of securities.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
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| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
| 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.
| Exhibits | Exhibit 99.1 |
Joint Filing Agreement dated February 13, 2017, by and among Bradley Louis Radoff, FMLP and Fondren.
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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: February 13, 2017
| /s/ Bradley Louis Radoff | ||
| Bradley Louis Radoff |
| FMLP, INC. | ||
| By: | /s/ Bradley Louis Radoff | |
| Name: | Bradley Louis Radoff | |
| Title: | Director | |
| FONDREN MANAGEMENT LP | ||
| By: | FMLP, Inc., its general partner | |
| By: | /s/ Bradley Louis Radoff | |
| Name: | Bradley Louis Radoff | |
| Title: | Director | |
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EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.001 par value, of U.S. Geothermal Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2017.
| /s/ Bradley Louis Radoff | ||
| Bradley Louis Radoff |
| FMLP, INC. | ||
| By: | /s/ Bradley Louis Radoff | |
| Name: | Bradley Louis Radoff | |
| Title: | Director | |
| FONDREN MANAGEMENT LP | ||
| By: | FMLP, Inc., its general partner | |
| By: | /s/ Bradley Louis Radoff | |
| Name: | Bradley Louis Radoff | |
| Title: | Director | |