0001144204-12-008377.txt : 20120214 0001144204-12-008377.hdr.sgml : 20120214 20120214120101 ACCESSION NUMBER: 0001144204-12-008377 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: TAYLOR ASSET MANAGEMENT, INC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAYLOR STEPHEN S CENTRAL INDEX KEY: 0001109389 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 714 S. DEARBORN CITY: CHICAGO STATE: IL ZIP: 60605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SARATOGA RESOURCES INC /TX CENTRAL INDEX KEY: 0001096339 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 760314489 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58625 FILM NUMBER: 12605142 BUSINESS ADDRESS: STREET 1: 7500 SAN FELIPE STREET 2: SUITE 675 CITY: HOUSTON STATE: TX ZIP: 77063 BUSINESS PHONE: 7139148017 MAIL ADDRESS: STREET 1: 7500 SAN FELIPE STREET 2: SUITE 675 CITY: HOUSTON STATE: TX ZIP: 77063 SC 13G 1 v302407_sc13g.htm SCHEDULE 13G

SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Saratoga Resources, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

803521103

(CUSIP Number)

December 31, 2011

(Date of Event which Requires filing of this Statement)

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

xRule 13d-1(b)

¨ 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).

SCHEDULE 13G

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CUSIP No. 803521103

1	NAMES OF REPORTING PERSONS Taylor Asset Management, Inc FEIN # 26-044-8554
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,226,726⁽¹⁾⁽²⁾
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 1,226,726⁽¹⁾⁽²⁾
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,226,726⁽¹⁾⁽²⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.6%
12	TYPE OF REPORTING PERSON IA
	(1) Mr. Stephen S. Taylor may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Taylor International Fund, Ltd. (“TIF”). Mr. Taylor is the Chairman of Taylor Asset Management Inc. (“TAM”), which is the Investment Manager of TIF. The filing of this Statement and any future amendment by Mr. Taylor, and the inclusion of information herein and therein with respect to Mr. Taylor, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. (2) Of the 1,226,726 shares directly beneficially owned by TAM, 993,392 shares consist of common stock, par value $0.001 per share (the “Common Stock”); 233,334 shares of Warrants convertible into Common Stock at an exercise price equal to $5.00 per share.

SCHEDULE 13G

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CUSIP No. 803521103

1	NAMES OF REPORTING PERSONS Stephen S Taylor
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,411,728⁽¹⁾⁽²⁾
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 1,411,728⁽¹⁾⁽²⁾
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,411,728⁽¹⁾⁽²⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.3%
12	TYPE OF REPORTING PERSON IN;IA
	(1) Consists of 185,002 shares owned by Mr. Stephen S. Taylor and 1,226,726 shares owned by Taylor International Fund, Ltd. (“TIF”). Mr. Taylor may be deemed to hold an indirect beneficial interest in shares that are directly beneficially owned by TIF. Mr. Taylor is the Chairman of Taylor Asset Management Inc. (“TAM”), which is the Investment Manager of TIF. The filing of this Statement and any future amendment by Mr. Taylor, and the inclusion of information herein and therein with respect to Mr. Taylor, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. (2) Of the 185,002 shares directly beneficially owned by TAM, 151,668 shares consist of common stock, par value $0.001 per share (the “Common Stock”); and 33,334 shares of Warrants convertible into Common Stock at an exercise price equal to $5.00 per share.

SCHEDULE 13G

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ITEM 1.	(a)	Name of Issuer:

		Saratoga Resources, Inc. (the “Issuer”)

	(b)	Address of Issuer’s Principal Executive Offices:

		7500 San Felipe
		Suite 675,
		Houston, Texas 77063

ITEM 2

		(a)-(c) This Schedule 13G is filed by Taylor Asset Management, Inc. (“TAM”) and Mr. Stephen S. Taylor (together with TAM, the “Reporting Party”). TAM is an Illinois corporation located at 714 S. Dearborn Street, 2 ^nd Floor Chicago, IL 60605, with the telephone number (312) 583-0500. Mr. Taylor, a citizen of the United States of America, has a business address at 714 S. Dearborn Street, 2 ^nd Floor Chicago, IL 60605.

		(d) Common stock, par value $0.001 per share (the “Common Stock”). Of the 1,411,728 shares beneficially owned by the Reporting Party, 1,145,060 shares consist of Common Stock; 266,668 shares of Warrants convertible into Common Stock at an exercise price equal to $5.00 per share

	(e)	CUSIP Number:

		803521103

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)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	o	Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
(e)	x	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(ii)(F);
(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of theInvestment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	o	Group, in accordance with §240.13d-1(b)(ii)(J).

SCHEDULE 13G

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ITEM 4.	Ownership

	(a)-(b) Mr. Taylor has direct beneficial ownership of 185,002 shares of the Issuer. TIF has direct beneficial ownership of 1,226,726 shares of the Issuer. Mr. Taylor is the Chairman of Taylor Asset Management Inc., which is the Investment Manager of TIF. Accordingly, Mr. Taylor may be deemed to own beneficially a total of 1,411,728 shares of the Issuer constituting of 5.3% of the Issuer's shares of Common Stock outstanding as of November 17, 2011.

ITEM 5.		Ownership of Five Percent or Less of a Class Not applicable.

ITEM 6.		Ownership of More than Five Percent on Behalf of Another Person Not applicable.

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.

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.

SCHEDULE 13G

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SIGNATURE

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: February 10, 2012

	TAYLOR INTERNATIONAL FUND, LTD.

	By: Taylor Asset Management, Inc.
	Its Investment Manager

	By: /s/ Stephen S Taylor
	Name: Stephen S Taylor
	Title: Chairman

	Stephen S Taylor

	By: /s/ Stephen S Taylor
	Stephen S Taylor, Individually

SCHEDULE 13G

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LIST OF EXHIBITS

Exhibit No.		Description

A		Joint Filing Agreement

EXHIBIT A

JOINT FILING AGREEMENT

THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 10th day of February, 2012, by and among Taylor International Fund, Ltd. and Stephen S. Taylor.

The parties to this Agreement hereby agree to prepare jointly and file timely (or otherwise to deliver as appropriate) all filings on Schedule 13D and Schedule 13G (the "Filings") required to be filed by them pursuant to Section 13(d) or 13(g) under the Securities Exchange Act of 1934, as amended, with respect to their respective beneficial ownership of the Common Stock of Saratoga Resources that are required to be reported on any Filings. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

	TAYLOR INTERNATIONAL FUND, LTD.

	By:	Taylor Asset Management, Inc.
		its Investment Manager

	By:	/s/ Stephen S. Taylor
		Stephen S. Taylor, Chairman

	STEPHEN S. TAYLOR
	By	/s/ Stephen S. Taylor
		Stephen S. Taylor, Individually