-----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, G2/h3Lr4u2DVDjBn5sIfv6Vv6hxElt63j6Y+7SEniVQi6bPZvXRylPVbE2t9qlU6 W8wSCSoCyrWVhXyAG0Lj3A== 0001187023-06-000009.txt : 20061019 0001187023-06-000009.hdr.sgml : 20061019 20061019171023 ACCESSION NUMBER: 0001187023-06-000009 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061019 DATE AS OF CHANGE: 20061019 GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS, L.L.C GROUP MEMBERS: PETER K. SELDIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Storm Cat Energy CORP CENTRAL INDEX KEY: 0001178818 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 061762942 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81352 FILM NUMBER: 061153862 BUSINESS ADDRESS: STREET 1: 1125 SEVENTEENTH STREET STREET 2: SUITE 2310 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-991-5070 MAIL ADDRESS: STREET 1: 1125 SEVENTEENTH STREET STREET 2: SUITE 2310 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: TOBY VENTURES INC DATE OF NAME CHANGE: 20020726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL ENERGY PARTNERS LLC CENTRAL INDEX KEY: 0001187023 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 575 LEXINGTON AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127535150 MAIL ADDRESS: STREET 1: 575 LEXINGTON AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 scu13g61306.txt SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) Storm Cat Energy Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 862168101 (CUSIP Number) October 10, 2006 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) (Page 1 of 7 Pages) ________________ *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 purposes 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. 862168101 13G Page 2 of 7 Pages ____________________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Centennial Energy Partners, L.L.C. 13-3961810 _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 3,383,800 OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 3,383,800 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,383,800 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.08% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** OO _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 862168101 13G Page 3 of 7 Pages ____________________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Peter K. Seldin _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 3,383,800 OWNED BY __________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 3,383,800 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,383,800 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.08% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 862168101 13G Page 4 of 7 Pages Item 1(a). Name of Issuer: The name of the issuer is Storm Cat Energy Corporation. Item 1(b). Address of Issuer's Principal Executive Offices: The Company's principal executive offices are located at 1125 17th Street, Suite 2310, Denver, Colorado 80202. Item 2(a). Name of Person Filing: This statement is filed by: (i) Centennial Energy Partners, L.L.C., (Energy) a limited liability company organized under the laws of the State of Delaware, with respect to the shares of Common Stock directly owned by Centennial Energy Partners, L.P., Hoyt Farm Partners, L.P., Quadrennial Partners, L.P. and Centennial Energy Partners V, L.P.; (ii)Peter K. Seldin, with respect to the shares of Common Stock owned by the entity in (i). The foregoing are hereinafter sometimes collectively referred to as the "Reporting Persons." Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the business office of each of the Reporting Persons is 575 Lexington Ave. 33rd FL., New York, New York 10022. Item 2(c). Citizenship: Energy is a limited liability company organized under the laws of the State of Delaware. Peter K. Seldin is a United States citizen. Item 2(d). Title of Class of Securities: Common Stock (the "Common Stock") CUSIP No. 862168101 13G Page 5 of 7 Pages 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: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1 (b)(ii)(G), (h) [ ] Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not applicable. CUSIP No. 862168101 13G Page 6 of 7 pages Item 4. Ownership. A. Centennial Energy Partners, L.L.C. (a) Amount beneficially owned: 3,383,800 (b) Percent of class: 5.08% The percentages used herein and in the rest of Item 4 are calculated based upon 66,635,794 shares of Common Stock outstanding as reported by the Company as of August 4, 2006. This information was Provided in the Companys Form 10Q for the period ended June 30, 2006. c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 3,383,800 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 3,383,800 B. Peter K. Seldin (a) Amount beneficially owned: 3,383,800 (b) Percent of class: 5.08% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 3,383,800 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 3,383,800 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. Energy, the general partner of Centennial Energy Partners, L.P., Hoyt Farm Partners, L.P., Quadrennial Partners, L.P. and Centennial Energy Partners V, L.P. has the power to vote the shares of Common Stock beneficially owned by each of the foregoing. Peter K. Seldin is the Managing Member of Energy, and accordingly, has the power to vote and dispose of the Common Stock beneficially held by Energy. 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. CUSIP No. 862168101 13G Page 7 of 7 Item 10. Certification. Each of the Reporting Persons hereby makes the following 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. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: October 20, 2006 Centennial Energy Partners, L.L.C. By: /s/ Peter K. Seldin Peter K. Seldin Member By: /s/ Peter K. Seldin Peter K. Seldin -----END PRIVACY-ENHANCED MESSAGE-----