0000950123-11-068457.txt : 20110727 0000950123-11-068457.hdr.sgml : 20110727 20110726174124 ACCESSION NUMBER: 0000950123-11-068457 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110727 DATE AS OF CHANGE: 20110726 GROUP MEMBERS: YORKTOWN V COMPANY LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Carbon Natural Gas Co CENTRAL INDEX KEY: 0000086264 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 260818050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31849 FILM NUMBER: 11988216 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY, SUITE 2020 CITY: DENVER STATE: CO ZIP: 80290 BUSINESS PHONE: 720-407-7043 MAIL ADDRESS: STREET 1: 1700 BROADWAY, SUITE 2020 CITY: DENVER STATE: CO ZIP: 80290 FORMER COMPANY: FORMER CONFORMED NAME: ST LAWRENCE SEAWAY CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YORKTOWN ENERGY PARTNERS V LP CENTRAL INDEX KEY: 0001210407 IRS NUMBER: 260016172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125152100 MAIL ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 d83792sc13dza.htm SC 13D/A sc13dza
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CARBON NATURAL GAS COMPANY
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
14115T109
(CUSIP Number)
Bryan H. Lawrence
Yorktown Energy Partners V, L.P.
410 Park Avenue
19th Floor
New York, New York 10022
(212) 515-2112
Copies to:
Ann Marie Cowdrey
Thompson & Knight LLP
One Arts Plaza
1722 Routh Street, Suite 1500
Dallas, Texas 75201-2533
(214) 969-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check the following box. o
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of the 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 on 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.
  
14115T109 
  

 

           
1   NAMES OF REPORTING PERSONS

YORKTOWN ENERGY PARTNERS V, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   17,938,309
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   17,938,309
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,938,309 (1)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.7% (2)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
(1) Yorktown V Company LLC is the sole general partner of Yorktown Energy Partners V, L.P. As a result, Yorktown V Company LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners V, L.P. Yorktown V Company LLC disclaims beneficial ownership of the securities owned by Yorktown Energy Partners V, L.P. in excess of its pecuniary interest therein.
(2) Based on 114,185,405 shares of common stock issued and outstanding, calculated as the aggregate of (i) the 47,518,739 shares of common stock issued and outstanding as of May 13, 2011 (as set forth on the issuer’s amendment to its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 23, 2011) (ii) the 44,444,444 shares of common stock issued by the issuer in a private placement on June 29, 2011 and (iii) the 22,222,222 shares of common stock issued to Yorktown Energy Partners IX, L.P. upon the automatic conversion of 100 shares of Series A Convertible Preferred Stock of the issuer on July 18, 2011.

 

 

                     
CUSIP No.
  
14115T109 
  

 

           
1   NAMES OF REPORTING PERSONS

YORKTOWN V COMPANY LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   17,938,309
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   17,938,309
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,938,309 (1)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.7% (2)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
(1) Yorktown V Company LLC is the sole general partner of Yorktown Energy Partners V, L.P. As a result, Yorktown V Company LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners V, L.P. Yorktown V Company LLC disclaims beneficial ownership of the securities owned by Yorktown Energy Partners V, L.P. in excess of its pecuniary interest therein.
(2) Based on 114,185,405 shares of common stock issued and outstanding, calculated as the aggregate of (i) the 47,518,739 shares of common stock issued and outstanding as of May 13, 2011 (as set forth on the issuer’s amendment to its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 23, 2011) (ii) the 44,444,444 shares of common stock issued by the issuer in a private placement on June 29, 2011 and (iii) the 22,222,222 shares of common stock issued to Yorktown Energy Partners IX, L.P. upon the automatic conversion of 100 shares of Series A Convertible Preferred Stock of the issuer on July 18, 2011.

 

 

     This Amendment No. 1 amends the Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Carbon Natural Gas Company, a Delaware corporation formerly known as St. Lawrence Seaway Corporation (the “Company”), previously filed by Yorktown Energy Partners V, L.P., a Delaware limited partnership (“Yorktown”) and Yorktown VI Company LLC, a Delaware limited liability company (“Yorktown Company”), with the Securities and Exchange Commission on February 24, 2011 (the “Schedule 13D”).
Item 1. Security and Issuer.
     Item 1 of the Schedule 13D is amended and restated in its entirety by the following:
     This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Carbon Natural Gas Company, a Delaware corporation formerly known as St. Lawrence Seaway Corporation (the “Company”), whose principal executive offices are located at 1700 Broadway, Suite 2020, Denver, Colorado 80290.
Item 5. Interest in Securities of the Issuer.
     Item 5(a) of the Schedule 13D is amended and restated in its entirety by the following:
  (a)   As of July 26, 2011, Yorktown and Yorktown Company beneficially owned 17,938,309 shares of Common Stock, representing 15.7% of the Company’s outstanding shares of common stock (based on 114,185,405 shares of common stock issued and outstanding, calculated as the aggregate of (i) the 47,518,739 shares of common stock issued and outstanding as of May 13, 2011 (as set forth on the Company’s amendment to its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 23, 2011) (ii) the 44,444,444 shares of common stock issued by the Company in a private placement on June 29, 2011 and (iii) the 22,222,222 shares of common stock issued to Yorktown Energy Partners IX, L.P. upon the automatic conversion of 100 shares of Series A Convertible Preferred Stock of the Company on July 18, 2011).

 

 

SIGNATURES
     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: July 26, 2011
             
YORKTOWN ENERGY PARTNERS V, L.P.    
 
            
By:   Yorktown V Company LLC,    
    its general partner    
 
            
 
  By:   /s/ Bryan H. Lawrence    
 
     
 
Bryan H. Lawrence, Member 		   
 
            
YORKTOWN V COMPANY LLC    
 
            
By:   /s/ Bryan H. Lawrence    
         
    Bryan H. Lawrence, Member