-----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, Kg576CqSVKSjRc1gNwumc4f/ci9UkrG45lXAD59LUQn/HFxojFUcwet9ZB+2ii9P M528hzir2NlwcKBWZJUVcQ== 0001340093-06-000003.txt : 20060214 0001340093-06-000003.hdr.sgml : 20060214 20060214152134 ACCESSION NUMBER: 0001340093-06-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP CENTRAL INDEX KEY: 0001282648 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 200700684 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79873 FILM NUMBER: 06613963 BUSINESS ADDRESS: STREET 1: 1775 BROADWAY STREET 2: STE 604 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-397-1464 MAIL ADDRESS: STREET 1: 1775 BROADWAY STREET 2: STE 604 CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Helios Partners Fund Management, LLC CENTRAL INDEX KEY: 0001340093 IRS NUMBER: 010823753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-644-6002 MAIL ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 sc13g.txt TREMISIS ENERGY ACQUISITION CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 RULE 13d-2(b) TREMISIS ENERGY ACQUISITION CORPORATION (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 894727106 (CUSIP Number) December 31, 2005 (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) Schedule 13 CUSIP No. 894727106 Page 2 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Helios Partners Fund Management, LLC 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 5. SOLE VOTING POWER 0 NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 408,600 (1) OWNED BY EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 8. SHARED DISPOSITIVE POWER 408,600 (1) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 408,600 (1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.31% (2) 12. TYPE OF REPORTING PERSON OO Schedule 13 CUSIP No. 894727106 Page 3 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Robert H. Setrakian 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 5. SOLE VOTING POWER 38,000 NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 408,600 (1) OWNED BY EACH 7. SOLE DISPOSITIVE POWER REPORTING 38,000 PERSON WITH 8. SHARED DISPOSITIVE POWER 408,600 (1) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 446,600 (1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.80% (2) 12. TYPE OF REPORTING PERSON IN Schedule 13 CUSIP No. 894727106 Page 4 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Seth V. Setrakian 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 5. SOLE VOTING POWER 0 NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 408,600 (1) OWNED BY EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 8. SHARED DISPOSITIVE POWER 408,600 (1) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 408,600 (1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.31% (2) 12. TYPE OF REPORTING PERSON IN Schedule 13 CUSIP No. 894727106 Page 5 Item 1. (a) Name of Issuer: Tremisis Energy Acquisition Corporation (the "Company") (b) Address of Issuer's Principal Executive Offices: 1775 Broadway Suite 604 New York, NY 10019 Item 2. 1. (a) Name of Person Filing: Helios Partners Fund Management, LLC (b) Address of Principal Business Office, or, if none, Residence: 126 East 56th Street New York, New York 10022 (c) Citizenship or Place of Organization: Helios Partners Fund Management, LLC is organized under the laws of the State of Delaware. (d) Title of Class of Securities: Common Stock, $0.0001 par value (e) CUSIP Number: 894727106 2. (a) Name of Person Filing: Robert H. Setrakian (b) Address of Principal Business Office, or, if none, Residence: 126 East 56th Street New York, New York 10022 (c) Citizenship or Place of Organization: United States (d) Title of Class of Securities: Common Stock, $0.0001 par value (e) CUSIP Number: 894727106 3. (a) Name of Person Filing: Seth V. Setrakian (b) Address of Principal Business Office, or, if none, Residence: 126 East 56th Street New York, New York 10022 (c) Citizenship or Place of Organization: United States (d) Title of Class of Securities: Common Stock, $0.0001 par value (e) CUSIP Number: 894727106 Schedule 13 CUSIP No. 894727106 Page 6 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)or(c) Check Whether the Person Filing is a: Not applicable. Item 4. Ownership. 1. Helios Partners Fund Management, LLC: (a) Amount beneficially owned: 408,600 shares of Common Stock, $0.0001 cents par value. (1) (b) Percent of class: 5.31% (2) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 408,600 shares (1) (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 408,600 shares (1) 2. Robert H. Setrakian: (a) Amount beneficially owned: 446,600 shares of Common Stock, $0.0001 par value. (1) (b) Percent of class: 5.80% (2) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 38,000 shares (ii) Shared power to vote or to direct the vote: 408,600 shares (1) (iii) Sole power to dispose or to direct the disposition of: 38,000 shares (iv) Shared power to dispose or to direct the disposition of: 408,600 shares (1) 3. Seth V. Setrakian: (a) Amount beneficially owned: 408,600 shares of Common Stock, $0.0001 par value. (1) (b) Percent of class: 5.31% (2) Schedule 13 CUSIP No. 894727106 Page 7 (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 408,600 shares (1) (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 408,600 shares (1) Notes: (1) Helios Partners Fund Management, LLC ("HPFM") is the investment manager of Helios Partners Fund, LP and Helios Partners Offshore, Ltd. (the "Funds"). In its role as investment manager, HPFM possesses investment and/or voting power over the securities of the Issuer described in this schedule that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. Robert H. Setrakian and Seth V. Setrakian (together with HPFM, the "Reporting Persons") are managing directors of HPFM. However, all securities reported in this schedule as being beneficially owned by HPFM are owned by the Funds. The Reporting Persons disclaim beneficial ownership of such securities which are owned by the Funds. In addition, the filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons or their affiliates are the beneficial owner of any securities owned by the Funds which are covered by this Schedule 13G for any purpose, other than Section 13(d) of the Securities Exchange Act of 1934. (2) Percentage of ownership is determined by dividing the number of shares beneficially held by 7,700,000, the number of shares of Common Stock issued and outstanding as of November 14, 2005, as reported in the Issuer's most recent current report on Form 10-QSB. 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 or Control Person. Not applicable. Item 8. Identification and Classification of Members of the Group. See Item 4. Schedule 13 CUSIP No. 894727106 Page 8 Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below each party certifies that, to the best of his, her or its 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 influencng the control of the issuer of the Securities and were not acquired and dare 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: February 14, 2006 Helios Partners Fund Management, LLC By: /s/ Robert H. Setrakian ----------------------------- Name: Robert H. Setrakian Title: Managing Director Date: February 14, 2006 /s/ Robert H. Setrakian ----------------------------- Name: Robert H. Setrakian Date: February 14, 2006 /s/ Seth V. Setrakian ----------------------------- Name: Seth V. Setrakian -----END PRIVACY-ENHANCED MESSAGE-----