Schedule 13G Amendment No. 2

0001193125-15-005126.txt : 20150108 0001193125-15-005126.hdr.sgml : 20150108 20150108164000 ACCESSION NUMBER: 0001193125-15-005126 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150108 DATE AS OF CHANGE: 20150108 GROUP MEMBERS: GLENHILL CAPITAL ADVISORS, LLC GROUP MEMBERS: GLENHILL CAPITAL MANAGEMENT, LLC GROUP MEMBERS: GLENHILL CAPITAL OVERSEAS MASTER FUND, LP GROUP MEMBERS: GLENN J. KREVLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARVEST NATURAL RESOURCES, INC. CENTRAL INDEX KEY: 0000845289 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 770196707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40996 FILM NUMBER: 15516815 BUSINESS ADDRESS: STREET 1: 1177 ENCLAVE PARKWAY STREET 2: STE 300 CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 281-899-5700 MAIL ADDRESS: STREET 1: 1177 ENCLAVE PARKWAY STREET 2: STE 300 CITY: HOUSTON STATE: TX ZIP: 77077 FORMER COMPANY: FORMER CONFORMED NAME: HARVEST NATURAL RESOURCES INC DATE OF NAME CHANGE: 20020805 FORMER COMPANY: FORMER CONFORMED NAME: BENTON OIL & GAS CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLENHILL ADVISORS LLC CENTRAL INDEX KEY: 0001137521 IRS NUMBER: 134153005 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 600 FIFTH AVE STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 646-432-0600 MAIL ADDRESS: STREET 1: 600 FIFTH AVE STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: KREVLIN ADVISORS LLC DATE OF NAME CHANGE: 20010402 SC 13G/A 1 d849324dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 Schedule 13G Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Harvest Natural Resources, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

41754V103

(CUSIP Number)

January 5, 2015

(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. 41754V103


1	Names of reporting persons Glenhill Advisors, 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 954,653
		6	Shared voting power 130,983
		7	Sole dispositive power 1,085,636
		8	Shared dispositive power 0
9	Aggregate amount beneficially owned by each reporting person 1,085,636
10	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11	Percent of class represented by amount in Row (9) 2.6%
12	Type of reporting person (see instructions) IA, HC


CUSIP No. 41754V103


1	Names of reporting persons Glenn J. Krevlin
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 954,653
		6	Shared voting power 130,983
		7	Sole dispositive power 1,085,636
		8	Shared dispositive power 0
9	Aggregate amount beneficially owned by each reporting person 1,085,636
10	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11	Percent of class represented by amount in Row (9) 2.6%
12	Type of reporting person (see instructions) IN, HC


CUSIP No. 41754V103


1	Names of reporting persons Glenhill Capital Advisors, 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 0
		6	Shared voting power 1,085,636
		7	Sole dispositive power 0
		8	Shared dispositive power 1,085,636
9	Aggregate amount beneficially owned by each reporting person 1,085,636
10	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11	Percent of class represented by amount in Row (9) 2.6%
12	Type of reporting person (see instructions) IA, HC


CUSIP No. 41754V103


1	Names of reporting persons Glenhill Capital Management, 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 0
		6	Shared voting power 954,653
		7	Sole dispositive power 0
		8	Shared dispositive power 954,653
9	Aggregate amount beneficially owned by each reporting person 954,653
10	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11	Percent of class represented by amount in Row (9) 2.3%
12	Type of reporting person (see instructions) IA, HC


CUSIP No. 41754V103


1	Names of reporting persons Glenhill Capital Overseas Master Fund, LP
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 Cayman
Number of shares beneficially owned by each reporting person with:		5	Sole voting power 0
		6	Shared voting power 891,581
		7	Sole dispositive power 0
		8	Shared dispositive power 891,581
9	Aggregate amount beneficially owned by each reporting person 891,581
10	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11	Percent of class represented by amount in Row (9) 2.1%
12	Type of reporting person (see instructions) PN

Item 1(a).

Name of Issuer:

Harvest Natural Resources, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1177 Enclave Parkway, Suite 300

Houston, Texas 77077

Item 2(a).

Name of Person Filing:

Glenhill Advisors, LLC, Glenn J. Krevlin, Glenhill Capital Advisors, LLC, Glenhill Capital Management, LLC and Glenhill Capital Overseas Master Fund, LP.

Glenn J. Krevlin is the managing member and control person of Glenhill Advisors, LLC, and is the sole shareholder of Krevlin Management, Inc. Krevlin Management, Inc. is the managing member of Glenhill Capital Advisors, LLC, which is the investment manager of Glenhill Capital Overseas Master Fund, LP, Glenhill Concentrated Long Master Fund, LLC, and Glenhill Long Fund LP, each a security holder of the Issuer. Glenhill Advisors, LLC is the managing member of Glenhill Capital Management, LLC. Glenhill Capital Management, LLC is the managing member of Glenhill Concentrated Long Master Fund, LLC and Glenhill Long GP, LLC, and is sole shareholder of Glenhill Capital Overseas GP, Ltd. Glenhill Capital Overseas GP, Ltd. is the general partner of Glenhill Capital Overseas Master Fund, LP. Glenhill Long GP, LLC is the general partner of Glenhill Long Fund LP.

Glenhill Capital Advisors, LLC is a registered investment advisor and is also the investment manager for certain third

party accounts for which shares of the Issuer are held and managed by such Reporting Person for the benefit of such third parties. Such Reporting Person has dispositive power and shares certain voting power with respect to such shares, and receives management fees and performance-related fees in connection therewith. Pursuant to Rule 16a-1(a)(1)-(2) of the Securities Exchange Act of 1934, as amended, the Reporting Persons have no pecuniary interest in the shares of the Issuer held in such third party managed accounts. As of the date of this filing, there are 130,983 shares of common stock of the Issuer held in such third party managed accounts, and the securities reported on the attached cover page(s) include such shares.

Item 2(b).

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

600 Fifth Avenue, 11th Floor

New York, NY 10020

Item 2(c).

Citizenship:

See the response(s) to Item 4 on the attached cover page(s).

Item 2(d).

Title of Class of Securities:

Common Stock

Item 2(e).

CUSIP Number:

41754V103

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:

Not Applicable

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:

(a)

Amount Beneficially owned:

See the response(s) to Item 9 on the attached cover page(s).

(b)

Percent of Class:

See the response(s) to Item 11 on the attached cover page(s), which was determined by dividing the number of shares beneficially held by the Reporting Person by 42,428,298, the number of shares of common stock issued and outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2014.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

See the response(s) to Item 5 on the attached cover page(s).

(ii)

Shared power to vote or to direct the vote:

See the response(s) to Item 6 on the attached cover page(s).

(iii)

Sole power to dispose or to direct the disposition of:

See the response(s) to Item 7 on the attached cover page(s).

(iv)

Shared power to dispose or to direct the disposition of:

See the response(s) to Item 8 on the attached cover page(s).

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 5 percent of the class of securities, check the following x.

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 or Control Person.

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.

Certifications.

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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: January 8, 2015


GLENHILL ADVISORS, LLC

By:		/s/ GLENN J. KREVLIN

Name:		Glenn J. Krevlin
Title:		Managing Member

/s/ GLENN J. KREVLIN

Name:		Glenn J. Krevlin

GLENHILL CAPITAL ADVISORS, LLC

By:		KREVLIN MANAGEMENT, INC.
		Managing Member

By:		/s/ GLENN J. KREVLIN

Name:		Glenn J. Krevlin
Title:		President

GLENHILL CAPITAL MANAGEMENT, LLC

By:		GLENHILL ADVISORS, LLC
		Managing Member

By:		/s/ GLENN J. KREVLIN

Name:		Glenn J. Krevlin
Title:		Managing Member


GLENHILL CAPITAL OVERSEAS MASTER FUND, LP

By:		GLENHILL CAPITAL OVERSEAS GP, LTD. General Partner

By:		GLENHILL CAPITAL MANAGEMENT, LLC
		Sole Shareholder

By:		GLENHILL ADVISORS, LLC Managing Member

By:		/s/ GLENN J. KREVLIN

Name:		Glenn J. Krevlin
Title:		Managing Member