0001387131-17-000697.txt : 20170210 0001387131-17-000697.hdr.sgml : 20170210 20170210155956 ACCESSION NUMBER: 0001387131-17-000697 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FS Energy & Power Fund II CENTRAL INDEX KEY: 0001599750 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88639 FILM NUMBER: 17593096 BUSINESS ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 BUSINESS PHONE: 215-495-1150 MAIL ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Adelman David J. CENTRAL INDEX KEY: 0001438262 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: CIRA CENTRE STREET 2: 2929 ARCH STREET, SUITE 675 CITY: PHILADELPHIA STATE: PA ZIP: 19104-2867 SC 13G/A 1 fsepii-sc13ga_122816.htm AMENDED SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICAL OWNERSHIP

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

FS ENERGY AND POWER FUND II

(Name of Issuer)

Common Shares of Beneficial Interest, $0.001 par value per share

(Title of Class of Securities)

30292D 105

(CUSIP Number)

December 28, 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)

 

*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 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. 30292D 105
1

NAMES OF REPORTING PERSONS

 

David J. Adelman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(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

 

11,111.111

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

11,111.111

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,111.111

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

50.0%(1)

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

       

 

(1) There were 22,222.222 common shares of beneficial interest, $0.001 par value per share (“Common Shares”), of FS Energy and Power Fund II, a Delaware statutory trust (the “Issuer”), outstanding as of December 28, 2016.

Page 2 of 6 Pages
 

 

Item 1.

 

  (a) Name of Issuer:
    FS Energy and Power Fund II

 

  (b) Address of Issuer’s Principal Executive Offices:
   

201 Rouse Boulevard

Philadelphia, Pennsylvania 19112

 

Item 2.

 

  (a) Name of Person Filing:
    David J. Adelman

 

  (b) Address of Principal Business Office or, if None, Residence:
   

4043 Walnut Street

Philadelphia, Pennsylvania 19104

 

  (c) Citizenship:
    David J. Adelman is a United States citizen.

 

  (d) Title of Class of Securities:
    Common shares of beneficial interest, $0.001 par value per share

 

  (e) CUSIP Number:
    30292D105

 

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:

 

  (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) 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);

 

Page 3 of 6 Pages
 

 

  (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:

 

Item 4.

Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned: 11,111.111

 

  (b) Percent of class: 50.0%(2)

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote: 11,111.111

 

  (ii) Shared power to vote or to direct the vote: 0

 

  (iii) Sole power to dispose or to direct the disposition of: 11,111.111

 

  (iv) Shared power to dispose or to direct the disposition of: 0

 

(2) There were 22,222.222 Common Shares of the Issuer outstanding as of December 28, 2016.

 

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.

 

Page 4 of 6 Pages
 

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

 Certifications.

 

Not applicable.

 

Page 5 of 6 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 10, 2017

DAVID J. ADELMAN    
     
/s/ David J. Adelman    

 

 

 

Page 6 of 6 Pages