Union Drilling, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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90653P105
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(CUSIP Number)
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December 31, 2011
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(Date of Event Which Requires Filing of this Statement)
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o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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CUSIP No. 90653P105
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13G
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Union Drilling CO LLC
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|||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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|||
3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
7,955,395
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
7,955,395
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,955,395
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CUSIP No. 90653P105
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13G
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||||
1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Capital Partners III, L.P.
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||||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) o
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(b) x
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|||||
3.
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SEC USE ONLY
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||||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
5,239,757
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||||
7.
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SOLE DISPOSITIVE POWER
0
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||||
8.
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SHARED DISPOSITIVE POWER
5,239,757
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,239,757
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
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o |
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.7%
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12.
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 90653P105
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13G
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||||
1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MSCP III 892 Investors, L.P.
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||||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) | ||||
(a) o
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|||||
(b) x
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|||||
3.
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SEC USE ONLY
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||||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
0
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|||
6.
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SHARED VOTING POWER
536,328
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7.
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SOLE DISPOSITIVE POWER
0
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||||
8.
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SHARED DISPOSITIVE POWER
536,328
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
536,328
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
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o |
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%
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12.
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 90653P105
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13G
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Metalmark Capital LLC
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|||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) o
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||
(b) x
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||||
3.
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SEC USE ONLY
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|||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
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5.
|
SOLE VOTING POWER
0
|
||
6.
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SHARED VOTING POWER
5,850,067
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|||
7.
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SOLE DISPOSITIVE POWER
0
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|||
8.
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SHARED DISPOSITIVE POWER
5,850,067
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,850,067
|
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
o |
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.3%
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12.
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TYPE OF REPORTING PERSON
CO, IA
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CUSIP No. 90653P105
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13G
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Capital Investors, L.P.
|
|||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
|
||
(b) x
|
||||
3.
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SEC USE ONLY
|
|||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
|
5.
|
SOLE VOTING POWER
0
|
||
6.
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SHARED VOTING POWER
146,615
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|||
7.
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SOLE DISPOSITIVE POWER
0
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|||
8.
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SHARED DISPOSITIVE POWER
146,615
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,615
|
|
10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
o |
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
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12.
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 90653P105
|
13G
|
||
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MSCP III, LLC
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
|
||
(b) x
|
||||
3.
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SEC USE ONLY
|
|||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
|
5.
|
SOLE VOTING POWER
0
|
||
6.
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SHARED VOTING POWER
146,615
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|||
7.
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SOLE DISPOSITIVE POWER
0
|
|||
8.
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SHARED DISPOSITIVE POWER
146,615
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,615
|
|
10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
o |
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
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12.
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TYPE OF REPORTING PERSON
CO, IA
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CUSIP No. 90653P105
|
13G
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Capital Partners III, Inc.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
|
||
(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
146,615
|
|||
7.
|
SOLE DISPOSITIVE POWER
0
|
|||
8.
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SHARED DISPOSITIVE POWER
146,615
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,615
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
o |
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
|
|
12.
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TYPE OF REPORTING PERSON
CO, IA
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Item 3.
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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:
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(a)
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o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act 0f 1940 (15 U.S.C. 80a-3);
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(j)
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o |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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o |
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership
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(a)
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Amount beneficially owned:
|
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See item 9 on Cover Pages to this Schedule 13G.
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MSCP III may be deemed to indirectly beneficially own 5,239,757 shares of the reported securities and MSCP 892 may be deemed to indirectly beneficially own 536,328 shares of the reported securities, in each case, by virtue of their direct ownership interest in UDC LLC. Metalmark may be deemed to have beneficial ownership of the 5,850,067 shares of the reported securities, including the 5,776,085 shares indirectly beneficially owned by MSCP III and MSCP 892.
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MSCI may be deemed to indirectly beneficially own 146,615 shares of the reported securities through its direct ownership interest in UDC LLC. By virtue of their relationships with MSCI, each of MSCP LLC and MSCP, Inc. may be deemed to have beneficial ownership of the 146,615 shares of the reported securities indirectly beneficially owned by MSCI.
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(b)
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Percent of class:
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See item 11 on Cover Pages to this Schedule 13G. Percent of class was determined using the number of shares outstanding as provided in the most recent Form 10-Q filing of Union Drilling, Inc.
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(c)
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Number of shares as to which such person has:
|
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(i)
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Sole power to vote or to direct the vote
|
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See item 5 on Cover Pages to this Schedule 13G.
|
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(ii)
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Shared power to vote or to direct the vote
|
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See item 6 on Cover Pages to this Schedule 13G.
|
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(iii)
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Sole power to dispose or to direct the disposition of
|
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See item 7 on Cover Pages to this Schedule 13G.
|
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(iv)
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Shared power to dispose or to direct the disposition of
|
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See item 8 on Cover Pages to this Schedule 13G.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certification
|
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Not applicable.
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Signature:
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/s/ Gregory D. Myers
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By: Gregory D. Myers, as authorized signatory of Union Drilling CO LLC
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(1)
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Morgan Stanley Capital Partners III, L.P. (“MSCP III”)
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1585 Broadway
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||
New York, NY 10036
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(2)
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MSCP III 892 Investors, L.P. (“MSCP 892”)
|
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1585 Broadway
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||
New York, NY 10036
|
||
(3)
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Metalmark Capital LLC (“Metalmark”)
|
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1177 Avenue of the Americas, 40th Floor
|
||
New York, New York 10036
|
||
(4)
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Morgan Stanley Capital Investors, L.P. (“MSCI”)
|
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1585 Broadway
|
||
New York, NY 10036
|
||
(5)
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MSCP III, LLC (“MSCP LLC”)
|
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1585 Broadway
|
||
New York, NY 10036
|
||
(6)
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Morgan Stanley Capital Partners III, Inc. (“MSCP, Inc.”)
|
|
1585 Broadway
|
||
New York, NY 10036
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Signature:
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/s/ Gregory D. Myers
|
|
By: Gregory D. Myers, as authorized signatory of Union Drilling CO LLC
|