Schedule 13G

BANDERA PARTNERS LLC

/s/ Gregory Bylinsky

Gregory Bylinsky

Managing Partner

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GWJNWk8m5jS8bXjMhisC0kYm0VerpaUoAle694M8zvWmTufYh9sADb2LgEcoDl/L l819krf+HazLmIEWOjYtYw== 0001193125-07-118849.txt : 20070518 0001193125-07-118849.hdr.sgml : 20070518 20070518171910 ACCESSION NUMBER: 0001193125-07-118849 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070518 DATE AS OF CHANGE: 20070518 GROUP MEMBERS: GREGORY BYLINSKY GROUP MEMBERS: JEFFERSON GRAMM GROUP MEMBERS: WILLIAM GRAMM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAR GAS PARTNERS LP CENTRAL INDEX KEY: 0001002590 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 061437793 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-56075 FILM NUMBER: 07865694 BUSINESS ADDRESS: STREET 1: 2187 ATLANTIC ST CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033287300 MAIL ADDRESS: STREET 1: 2187 ATLANTIC STREET CITY: STAMFORD STATE: CT ZIP: 06902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bandera Partners LLC CENTRAL INDEX KEY: 0001399386 IRS NUMBER: 205269850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 26 BROADWAY, SUITE 1607 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2122324582 MAIL ADDRESS: STREET 1: 26 BROADWAY, SUITE 1607 CITY: NEW YORK STATE: NY ZIP: 10004 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

Star Gas Partners, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

85512C105

(CUSIP Number)

May 10, 2007

(Date of Event Which Requires Filing of this Statement}

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x 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 (“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. 85512C105		13G


1)		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		Bandera Partners LLC
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) ¨
		(b) x
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

		4,265,550
		6) SHARED VOTING POWER

		0
		7) SOLE DISPOSITIVE POWER

		4,265,550
		8) SHARED DISPOSITIVE POWER

		0


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,265,550
10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	5.6%
12)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 2 of 14 Pages


CUSIP No. 85512C105		13G


1)		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		Gregory Bylinsky
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) ¨
		(b) x
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

		4,265,550
		7) SOLE DISPOSITIVE POWER

		0
		8) SHARED DISPOSITIVE POWER

		4,265,550


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,265,550
10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	5.6%
12)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 3 of 14 Pages


CUSIP No. 85512C105		13G


1)		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		Jefferson Gramm
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) ¨
		(b) x
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

		4,265,550
		7) SOLE DISPOSITIVE POWER

		0
		8) SHARED DISPOSITIVE POWER

		4,265,550


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,265,550
10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	5.6%
12)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 4 of 14 Pages


CUSIP No. 85512C105		13G


1)		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		William Gramm
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) ¨
		(b) x
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

		110,000
		6) SHARED VOTING POWER

		0
		7) SOLE DISPOSITIVE POWER

		110,000
		8) SHARED DISPOSITIVE POWER

		0


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	110,000
10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.1%
12)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 5 of 14 Pages

Item 1

(a).

Name of Issuer:

Star Gas Partners, L.P.

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

2187 Atlantic Street

Stamford, Connecticut 06902

Item 2

(a).

Name of Person Filing:

This Schedule is being filed jointly by the following reporting persons (hereinafter sometimes collectively referred to as the “Reporting Persons”) pursuant to an Agreement of Joint Filing attached hereto as Exhibit A:

(i) Bandera Partners LLC, a Delaware limited liability company (“Bandera Partners”);

(ii) Gregory Bylinsky;

(iii) Jefferson Gramm; and

(iv) William Gramm.

Bandera Partners, Gregory Bylinsky and Jefferson Gramm are filing this Schedule with respect to 4,265,550 Common Units directly owned by Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera Master Fund”).

Bandera Partners is the investment manager of Bandera Master Fund and may be deemed to have beneficial ownership over the 4,265,550 Common Units directly owned by Bandera Master Fund by virtue of the sole and exclusive authority granted to Bandera Partners by Bandera Master Fund to vote and dispose of such Common Units.

Gregory Bylinsky and Jefferson Gramm are Managing Partners and Portfolio Managers of Bandera Partners.

William Gramm is chairman of the advisory board of Bandera Partners (the “Advisory Board”). The Advisory Board provides strategic advice to Bandera Partners but takes no part in the control or management of Bandera Partners. Members of the Advisory Board have no power or authority to act for or on behalf of Bandera Partners in their capacity as members of the Advisory Board.

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

The principal business office address of each of Bandera Partners, Gregory Bylinsky and Jefferson Gramm is:

26 Broadway, Suite 1607

New York, New York 10004

The residence address of William Gramm is:

PO Box 1559

Helotes, Texas 78023

Item 2

(c).

Citizenship:

The place of organization or citizenship of each of the Reporting Persons is as follows:


Name of Reporting Person		Place of Organization/Citizenship
Bandera Partners LLC		Delaware
Gregory Bylinsky		United States
Jefferson Gramm		United States
William Gramm		United States

Item 2

(d).

Title of Class of Securities:

Common Units

Item 2

(e).

CUSIP Number:

85512C105

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

Page 6 of 14 Pages

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(i)

Bandera Partners LLC

(a)

Amount beneficially owned:

4,265,550

(b)

Percent of class:

5.6%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

4,265,550

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

4,265,550

(iv)

Shared power to dispose or to direct the disposition of

(ii)

Gregory Bylinsky

(a)

Amount beneficially owned:

4,265,550

(b)

Percent of class:

5.6%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

4,265,550

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

4,265,550

(iii)

Jefferson Gramm

(a)

Amount beneficially owned:

4,265,550

(b)

Percent of class:

5.6%

(c)

Number of shares as to which the person has:

Page 7 of 14 Pages

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

4,265,550

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

4,265,550

(iv)

William Gramm

(a)

Amount beneficially owned:

110,000

(b)

Percent of class:

0.1%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

110,000

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

110,000

(iv)

Shared power to dispose or to direct the disposition of

The number of shares (i.e., Common Units) beneficially owned and the percentage of outstanding shares represented thereby for each Reporting Person has been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentages of ownership described above are based on 75,774,336 Common Units issued and outstanding as of April 30, 2007, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2007.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

The right to receive dividends from, or the proceeds from the sale of, all Common Units reported in this Schedule as beneficially owned by Bandera Partners, Gregory Bylinsky and Jefferson Gramm is held by Bandera Master Fund, a fund for which Bandera Partners serves as

Page 8 of 14 Pages

investment manager. The general partner and limited partners of Bandera Master Fund have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Common Units held by Bandera Master Fund in accordance with their ownership interests in Bandera Master Fund. Bandera Partners, Gregory Bylinsky and Jefferson Gramm disclaim beneficial ownership of all Common Units reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Page 9 of 14 Pages

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it is true, complete and correct.

Dated: May 18, 2007

Page 10 of 14 Pages

Item 10.

Certification.

SIGNATURE

Dated: May 18, 2007


				/s/ Gregory Bylinsky
				Gregory Bylinsky

Page 11 of 14 Pages

Item 10.

Certification.

SIGNATURE

Dated: May 18, 2007


				/s/ Jefferson Gramm
				Jefferson Gramm

Page 12 of 14 Pages

Item 10.

Certification.

SIGNATURE

Dated: May 18, 2007


				/s/ William Gramm
				William Gramm

Page 13 of 14 Pages

EXHIBIT A

AGREEMENT OF JOINT FILING

STAR GAS PARTNERS, L.P.

COMMON UNITS

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13G and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing.

This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 18th day of May, 2007.


		BANDERA PARTNERS LLC

		By:		/s/ Gregory Bylinsky
				Gregory Bylinsky
				Managing Partner

				/s/ Gregory Bylinsky
				Gregory Bylinsky

				/s/ Jefferson Gramm
				Jefferson Gramm

				/s/ William Gramm
				William Gramm

Page 14 of 14 Pages

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