0000898432-20-000109.txt : 20200213 0000898432-20-000109.hdr.sgml : 20200213 20200213170231 ACCESSION NUMBER: 0000898432-20-000109 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 GROUP MEMBERS: HITE ENERGY LP GROUP MEMBERS: HITE HEDGE LP GROUP MEMBERS: HITE HEDGE OFFSHORE LTD. GROUP MEMBERS: HITE HEDGE QP LP GROUP MEMBERS: JAMES M. JAMPEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATURAL GAS SERVICES GROUP INC CENTRAL INDEX KEY: 0001084991 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 752811855 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78868 FILM NUMBER: 20611798 BUSINESS ADDRESS: STREET 1: 404 VETERANS AIRPARK LANE STREET 2: SUITE 300 CITY: MIDLAND STATE: TX ZIP: 79705 BUSINESS PHONE: (432) 262-2700 MAIL ADDRESS: STREET 1: 404 VETERANS AIRPARK LANE STREET 2: SUITE 300 CITY: MIDLAND STATE: TX ZIP: 79705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HITE Hedge Asset Management LLC CENTRAL INDEX KEY: 0001568939 IRS NUMBER: 200345473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CROWN COLONY DR STREET 2: SUITE 108 CITY: QUINCY STATE: MA ZIP: 02169 BUSINESS PHONE: 617-928-5523 MAIL ADDRESS: STREET 1: 300 CROWN COLONY DR STREET 2: SUITE 108 CITY: QUINCY STATE: MA ZIP: 02169 SC 13G 1 sc_13g.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

______________

SCHEDULE 13G*
Under the Securities Exchange Act of 1934


Natural Gas Services Group, Inc.
 (Name of Issuer)


Common stock, par value $0.01
(Title of Class of Securities)


63886Q109
(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:


 [X]
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 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 or otherwise subject to the liabilities of that section of such Act but shall be subject to all other provisions of such Act.

CUSIP No. 63886Q109
1
NAME OF REPORTING PERSONS
HITE Hedge Asset Management LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ 
(b) ☐ 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
707,088*
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
707,088*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
707,088*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 ☐ 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%**
 
12
TYPE OF REPORTING PERSON
IA
 
*
Comprised of common shares held by HITE Hedge LP, HITE Hedge QP LP, HITE Energy LP, and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser.
**
Percentage ownership is based upon 13,470,397 shares of common stock, par value $0.01 per share, issued and outstanding as of October 28, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.
- 2 -

CUSIP No. 63886Q109
1
NAME OF REPORTING PERSONS
James M. Jampel
 
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
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
707,088*
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
707,088*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
707,088*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 ☐ 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%**
 
12
TYPE OF REPORTING PERSON
IN
 
*
Comprised of common shares held by HITE Hedge LP, HITE Hedge QP LP, HITE Energy LP, and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser.
**
Percentage ownership is based upon 13,470,397 shares of common stock, par value $0.01 per share, issued and outstanding as of October 28, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.
- 3 -

CUSIP No. 63886Q109
1
NAME OF REPORTING PERSONS
HITE Hedge LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☒ 
(b) ☐ 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
88,548
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
88,548
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,548
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 ☐ 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%*
 
12
TYPE OF REPORTING PERSON
PN
 
*
Percentage ownership is based upon 13,470,397 shares of common stock, par value $0.01 per share, issued and outstanding as of October 28, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.
- 4 -

CUSIP No. 63886Q109
1
NAME OF REPORTING PERSONS
HITE Hedge QP LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ 
(b) ☐ 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
107,203
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
107,203
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,203
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 ☐ 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%*
 
12
TYPE OF REPORTING PERSON
PN
 
*
Percentage ownership is based upon 13,470,397 shares of common stock, par value $0.01 per share, issued and outstanding as of October 28, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.
- 5 -


CUSIP No. 63886Q109
1
NAME OF REPORTING PERSONS
HITE Energy LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ 
(b) ☐ 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
182,612
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
182,612
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,612
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 ☐ 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%*
 
12
TYPE OF REPORTING PERSON
PN
 
*
Percentage ownership is based upon 13,470,397 shares of common stock, par value $0.01 per share, issued and outstanding as of October 28, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.
- 6 -


CUSIP No. 63886Q109
1
NAME OF REPORTING PERSONS
HITE Hedge Offshore Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ 
(b) ☐ 
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
328,725
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
328,725
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
328,725
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%*
 
12
TYPE OF REPORTING PERSON
CO
 
*
Percentage ownership is based upon 13,470,397 shares of common stock, par value $0.01 per share, issued and outstanding as of October 28, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.
- 7 -

Item 1(a).
Name of Issuer:
   
 
Natural Gas Services Group, Inc.
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
404 Veterans Airpark Lane, Suite 300
 
Midland, TX 79705
   
Item 2(a).
Name of Person Filing:
   
 
This Schedule 13G is filed by:
   
HITE Hedge Asset Management LLC
   
James M. Jampel
   
HITE Hedge LP
   
HITE Hedge QP LP
   
HITE Energy LP
   
HITE Hedge Offshore Ltd.
       
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The address of the principal business office of each Reporting Person is:
   
300 Crown Colony Drive
   
Suite 108
   
Quincy, MA 02169
       
Item 2(c).
Citizenship:
   
 
HITE Hedge Asset Management LLC is a Delaware limited liability company
 
James M. Jampel is a citizen of the United States
 
HITE Hedge LP is a Delaware limited partnership
 
HITE Hedge QP LP is a Delaware limited partnership
 
HITE Energy LP is a Delaware limited partnership
 
HITE Hedge Offshore Ltd. is a Cayman Islands exempted company
   
Item 2(d).
Title of Class of Securities:
   
 
Common stock, par value $0.01
       
Item 2(e).
CUSIP Number:
   
 
63886Q109
       
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 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);

- 8 -
 
(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 association 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)
  ☒
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.
   
(a) 
Amount beneficially owned:
 
HITE Hedge Asset Management LLC: 707,088 shares
 
James M. Jampel: 707,088 shares
 
HITE Hedge LP: 88,548 shares
 
HITE Hedge QP LP: 107,203 shares
 
HITE Energy LP: 182,612 shares
 
HITE Hedge Offshore Ltd.: 328,725 shares
   
(b) 
Percent of class:
 
HITE Hedge Asset Management LLC: 5.2%
 
James M. Jampel: 5.2%
 
HITE Hedge LP: 0.7%
 
HITE Hedge QP LP: 0.8%
 
HITE Energy LP: 1.4%
 
HITE Hedge Offshore Ltd.: 2.4%
   
 
The percentage ownership is based upon 13,470,397 shares of common stock, par value $0.01 per share, issued and outstanding as of October 28, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.
   
(c) 
Number of shares as to which the person has:
     
 
(i)
Sole power to vote or to direct the vote: 0
     
 
(ii)
Shared power to vote or to direct the vote:
   
HITE Hedge Asset Management LLC: 707,088 shares
   
James M. Jampel: 707,088 shares

- 9 -
   
HITE Hedge LP: 88,548 shares
   
HITE Hedge QP LP: 107,203 shares
   
HITE Energy LP: 182,612 shares
   
HITE Hedge Offshore Ltd.: 328,725 shares
     
 
(iii)
Sole power to dispose or to direct the disposition of: 0
     
 
(iv)
Shared power to dispose or to direct the disposition of:
   
HITE Hedge Asset Management LLC: 707,088 shares
   
James M. Jampel: 707,088 shares
   
HITE Hedge LP: 88,548 shares
   
HITE Hedge QP LP: 107,203 shares
   
HITE Energy LP: 182,612 shares
   
HITE Hedge Offshore Ltd.: 328,725 shares
 
Mr. Jampel disclaims beneficial ownership of the securities.
     
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
Not applicable.
   
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.
   
 
For a list of the members of the group filing this Schedule 13G, refer to Exhibit A hereto.
     
Item 9.
Notice of Dissolution of Group.
     
 
Not applicable.
     
Item 10.
Certifications.
     
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under § 240.14a-11.
     
- 10 -
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated:  February 13, 2020
 
HITE Hedge Asset Management LLC
       
 
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member
       
 
Individual
       
 
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel
       
 
HITE Hedge LP
       
 
By:
HITE Hedge Capital LP, its General Partner
       
   
By:
HITE Hedge Capital LLC, its General Partner
       
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE Hedge QP LP
       

By:
 HITE Hedge Capital LP, its General Partner 
       
 

 
By: HITE Hedge Capital LLC, its General Partner
       
   
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE Energy LP
       

By:  HITE Hedge Capital LP, its General Partner 
       
 

By: HITE Hedge Capital LLC, its General Partner
       
   
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE Hedge Offshore Ltd.
       
 
By:
HITE Hedge Capital LP, its General Partner
       
   
By:
HITE Hedge Capital LLC, its General Partner
       
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager


- 11 -
LIST OF EXHIBITS
Exhibit No.
  
Description
A
  
Group Members
B
  
Joint Filing Agreement

Exhibit A
Group Members

HITE Hedge Asset Management LLC
James M. Jampel
HITE Hedge LP
HITE Hedge QP LP
HITE Energy LP
HITE Hedge Offshore Ltd.

Exhibit B
Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a single statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01, of Natural Gas Services Group, Inc., a Colorado corporation, and that this Agreement may be included as an exhibit to such joint filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2020.

 
HITE Hedge Asset Management LLC
       
 
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member
       
 
Individual
       
 
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel
       
 
HITE Hedge LP
       
 
By:
HITE Hedge Capital LP, its General Partner
       
   
By:
HITE Hedge Capital LLC, its General Partner
       
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE Hedge QP LP
       
 
By:
HITE Hedge Capital LP, its General Partner
       
   
By:
HITE Hedge Capital LLC, its General Partner
       
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE Energy LP
       
 
By:
HITE Hedge Capital LP, its General Partner
       
   
By:
HITE Hedge Capital LLC, its General Partner
       
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE Hedge Offshore Ltd.
       
 
By:
HITE Hedge Capital LP, its General Partner
       
   
By:
HITE Hedge Capital LLC, its General Partner
       
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager