*
|
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.
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CUSIP No. 003830106
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13D
|
|
1
|
|
NAME OF REPORTING PERSONS
Angelo, Gordon & Co., L.P.
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS*
AF
|
||||
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
33,445,792
|
||
|
8
|
|
SHARED VOTING POWER
0
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
33,445,792
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,445,792
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
|
||||
14
|
|
TYPE OF REPORTING PERSON*
IA, PN
|
CUSIP No. 003830106
|
|
13D
|
|
1
|
|
NAME OF REPORTING PERSONS
AG Partners, LLC
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS*
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
33,445,792
|
||
|
8
|
|
SHARED VOTING POWER
0
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
33,445,792
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,445,792
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
|
||||
14
|
|
TYPE OF REPORTING PERSON*
OO, HC
|
CUSIP No. 003830106
|
|
13D
|
|
1
|
|
NAME OF REPORTING PERSONS
JAMG LLC
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS*
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
33,445,792
|
||
|
8
|
|
SHARED VOTING POWER
0
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
33,445,792
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,445,792
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
|
||||
14
|
|
TYPE OF REPORTING PERSON*
OO, HC
|
CUSIP No. 003830106
|
|
13D
|
|
1
|
|
NAME OF REPORTING PERSONS
Michael L. Gordon
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS*
AF
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
33,445,792
|
||
|
8
|
|
SHARED VOTING POWER
0
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
33,445,792
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,445,792
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
|
||||
14
|
|
TYPE OF REPORTING PERSON*
IN, HC
|
CUSIP No. 003830106
|
|
13D
|
|
1
|
|
NAME OF REPORTING PERSONS
AG Energy Funding, LLC
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS*
OO
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
33,445,792
|
||
|
8
|
|
SHARED VOTING POWER
0
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
33,445,792
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,445,792
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
|
||||
14
|
|
TYPE OF REPORTING PERSON*
OO
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
Item 3.
|
Source and Amount of Funds
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to be Filed as Exhibits
|
99.1
|
|
Fee Letter, dated June 25, 2020, by and among Abraxas Petroleum Corporation and the persons identified on Schedule A thereto (incorporated by reference to Exhibit 10.3 to
the Issuer’s Form 8-K, filed with the SEC on June 26, 2020).
|
99.2
|
|
Warrant to Purchase Common Stock, dated August 11, 2020, by Abraxas Petroleum Corporation (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the SEC on August
13, 2020).
|
99.3
|
|
Governance Agreement, dated August 11, 2020, by and among Abraxas Petroleum Corporation and AG Energy Funding (incorporated by reference to Exhibit 10.3 to the Issuer’s
Form 8-K, filed with the SEC on August 13, 2020).
|
99.4
|
|
Registration Rights Agreement, dated August 11, 2020, by Abraxas Petroleum Corporation and each person identified on Schedule A thereto (incorporated by reference to Exhibit 10.2 to the
Issuer’s Form 8-K, filed with the SEC on August 13, 2020).
|
99.5
|
|
Joint Filing Agreement by and Among the Reporting Persons.
|
AG Energy Funding, LLC
By: Angelo, Gordon & Co, L.P.
Its Manager
|
By: AG Partners, LLC
|
Its General Partner
|
By: JAMG LLC
|
Its Managing Member
|
By: MICHAEL L. GORDON
|
Its Managing Member
|
By: /s/ Kirk Wickman
|
Kirk Wickman
|
Attorney-in-Fact
|
|
ANGELO, GORDON & CO., L.P.
|
By: AG Partners, LLC
|
Its General Partner
|
By: JAMG LLC
|
Its Managing Member
|
By: MICHAEL L. GORDON
|
Its Managing Member
|
By: /s/ Kirk Wickman
|
Kirk Wickman
|
Attorney-in-Fact
|
By: JAMG LLC
|
Its Managing Member
|
By: MICHAEL L. GORDON
|
Its Managing Member
|
By: /s/ Kirk Wickman
|
Kirk Wickman
|
Attorney-in-Fact
|
By: MICHAEL L. GORDON
|
Its Managing Member
|
By: /s/ Kirk Wickman
|
Kirk Wickman
|
Attorney-in-Fact
|
MICHAEL L. GORDON
|
||
By: /s/ Kirk Wickman
|
AG Energy Funding, LLC
By: Angelo, Gordon & Co, L.P.
Its Manager
|
By: AG Partners, LLC
|
Its General Partner
|
By: JAMG LLC
|
Its Managing Member
|
By: MICHAEL L. GORDON
|
Its Managing Member
|
By: /s/ Kirk Wickman
|
Kirk Wickman
|
Attorney-in-Fact
|
ANGELO, GORDON & CO., L.P.
|
By: AG Partners, LLC
|
Its General Partner
|
By: JAMG LLC
|
Its Managing Member
|
By: MICHAEL L. GORDON
|
Its Managing Member
|
By: /s/ Kirk Wickman
|
Kirk Wickman
|
Attorney-in-Fact
|
By: JAMG LLC
|
Its Managing Member
|
By: MICHAEL L. GORDON
|
Its Managing Member
|
By: /s/ Kirk Wickman
|
Kirk Wickman
|
Attorney-in-Fact
|
By: MICHAEL L. GORDON
|
Its Managing Member
|
By: /s/ Kirk Wickman
|
Kirk Wickman
|
Attorney-in-Fact
|
|
||
MICHAEL L. GORDON
|
||
By: /s/ Kirk Wickman
|