| Item 1. | |
| (a) | Name of issuer:
Calumet, Inc. /DE |
| (b) | Address of issuer's principal executive offices:
1060 N CAPITOL AVE, SUITE 6-401, INDIANAPOLIS, INDIANA 46204 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by Wasserstein Debt Opportunities Management, LP, a Delaware limited partnership (the "Adviser"), WDO Management GP, LLC, a Delaware limited liability company (the "Adviser GP"), Wasserstein Debt Opportunities Master, LP, a Cayman Islands exempted limited partnership (the "Master Fund"), Wasserstein Debt Opportunities GenPar, LLC, a Delaware limited liability company (the "Master Fund GP"), Rajay Bagaria, and Joseph Dutton. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
The Adviser is the investment manager of the Master Fund and separately managed accounts (the "Accounts"). The Adviser GP is the general partner of the Adviser. Master Fund GP is the general partner of the Master Fund. Mr. Bagaria is a control person of the Adviser, sole member of the Adviser GP and managing member of the Master Fund GP. Mr. Dutton is a control person of the Adviser. By virtue of these relationships, the Master Fund GP, the Adviser, the Adviser GP, and Messrs. Bagaria and Dutton, may be deemed to beneficially own the shares of the Issuer's Common Stock, par value $0.01 per share (the "Shares"), owned directly by the Master Fund. By virtue of these relationships, the Adviser, the Adviser GP, and Messrs. Bagaria and Dutton, may be deemed to beneficially own the shares held in the Accounts. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 420 Lexington Avenue, Suite 1626, New York, NY 10170. |
| (c) | Citizenship:
The Master Fund is organized under the laws of Cayman Islands. The Master Fund GP is organized under the laws of the State of Delaware. The Adviser is organized under the laws of the State of Delaware. The Adviser GP is organized under the laws of the State of Delaware. Messrs. Bagaria and Dutton are citizens of the United States of America. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
131428104 |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of the date hereof, the Master Fund owned directly 4,176,672 Shares. By virtue of their relationships with the Master Fund, each of the Master Fund GP, the Adviser, the Adviser GP, and Messrs. Bagaria and Dutton, may be deemed to beneficially own the Shares owned by the Master Fund.
As of the date hereof, 1,507,160 Shares were held in the Accounts. As investment manager of the Accounts, the Adviser may be deemed to beneficially own the Shares held in the Accounts. By virtue of their relationships with the Adviser, each of the Adviser GP, and Messrs. Bagaria and Dutton, may be deemed to beneficially own the Shares held in the Accounts.
As of the date hereof, Mr. Bagaria owned directly 349,547 Shares.
As of the date hereof, Mr. Dutton owned directly 3,305 Shares.
The filing of this Schedule 13G shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. |
| (b) | Percent of class:
The following percentages are based on 86,207,118 Shares outstanding as of February 28, 2025, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2025.
As of the date hereof, (i) the Adviser beneficially owned 6.6% of the outstanding Shares, (ii) the Adviser GP beneficially owned 6.6% of the outstanding Shares, (iii) the Master Fund beneficially owned 4.8% of the outstanding Shares, (iv) the Master Fund GP beneficially owned 4.8% of the outstanding Shares, (v) Mr. Bagaria beneficially owned 7.0% of the outstanding Shares, and (vi) Mr. Dutton beneficially owned 6.6% of the outstanding Shares. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
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| | (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)