SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WEXFORD CAPITAL LP

(Last)

(First)

(Middle)

411 WEST PUTNAM AVENUE

SUITE 125

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2011

3. Issuer Name and Ticker or Trading Symbol
Empeiria Acquisition Corp [ EPAQU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	750,000	I	By: Wexford Spectrum Trading Limited⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock	250,000	I	By: Wexford Catalyst Trading Limited⁽¹⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	⁽⁵⁾	⁽⁵⁾	Common Stock	750,000	$11.5	I	By: Wexford Spectrum Trading Limited⁽¹⁾⁽²⁾⁽⁴⁾
Warrants	⁽⁵⁾	⁽⁵⁾	Common Stock	250,000	$11.5	I	By: Wexford Catalyst Trading Limited⁽¹⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

WEXFORD CAPITAL LP

(Last)

(First)

(Middle)

411 WEST PUTNAM AVENUE

SUITE 125

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DAVIDSON CHARLES E

(Last)

(First)

(Middle)

C/O WEXFORD CAPITAL LP

411 WEST PUTNAM AVE.

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JACOBS JOSEPH

(Last)

(First)

(Middle)

C/O WEXFORD CAPITAL LP

411 WEST PUTNAM AVENUE, SUITE 125

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Wexford GP LLC

(Last)

(First)

(Middle)

C/O WEXFORD CAPITAL LP

SUITE 125

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This form is jointly filed by Wexford Capital LP ("Wexford"), Wexford GP LLC ("Wex GP"), Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs").

2. These securities are owned directly by Wexford Spectrum Trading Limited ("WST").

3. These securities are owned directly by Wexford Catalyst Trading Limited ("WCT", and together with WST, the "Funds").

4. Wexford is the advisor of the Funds and by reason of its status as such may be deemed to own beneficially the interest in the securities of which the Funds possesses beneficial ownership. Wex GP may, as the GP of Wexford, be deemed to own beneficially the securities of which the Funds possesses beneficial ownership. Each of Davidson and Jacobs may, by reason of his status as a controlling person of Wex GP, be deemed to own beneficially the interests in the securities of which the Funds possesses beneficial ownership. Each of Davidson, Jacobs, Wex GP and Wexford shares the power to vote and to dispose of the interests in the securities beneficially owned by the Funds. Each of Wexford, Wex GP, Davidson and Jacobs disclaims beneficial ownership of the securities owned by the Funds and this report shall not be deemed as an admission that they are the beneficial owners of such securities except for Davidson and Jacobs, to the extent of their interests in the members of the Funds.

5. Each warrant will become exercisable on the later of 30 days after the issuer's completion of a business transaction or June 15, 2012 and will expire five years from the date of the issuer's initial business transaction, or earlier upon redemption or liquidation.

Remarks:

	Arthur Amron, Partner and Secretary of Wexford Capital LP	06/20/2011
	Arthur Amron, Vice President and Assistant Secretary of Wexford GP LLC	06/20/2011
	Charles E. Davidson	06/20/2011
	Joseph M. Jacobs	06/20/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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