-----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, QftPZ+y83i5gX4kLSlBf9EKiE/D373yw6WgOJC6NYf//yZBM7Z3FTD4z2Ip5YEt3 SqwukR18xvbpirS915y7dg== 0000906344-07-000549.txt : 20070809 0000906344-07-000549.hdr.sgml : 20070809 20070808195901 ACCESSION NUMBER: 0000906344-07-000549 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070809 DATE AS OF CHANGE: 20070808 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MMC ENERGY, INC. CENTRAL INDEX KEY: 0001312206 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81805 FILM NUMBER: 071037430 BUSINESS ADDRESS: STREET 1: 26 BROADWAY, STREET 2: SUITE 907 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: (212) 977-0900 MAIL ADDRESS: STREET 1: 26 BROADWAY, STREET 2: SUITE 907 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: High Tide Ventures, Inc. DATE OF NAME CHANGE: 20041221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEPHENS PAUL BARTLETT CENTRAL INDEX KEY: 0001366497 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 415.835.3818 MAIL ADDRESS: STREET 1: ONE SANSOME STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13G/A 1 mmc13g3.txt SCHEDULE 13G, AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) MMC Energy, Inc. ---------------- (Name of Issuer) Common Stock, $.001 par value per share --------------------------------------- (Title of Class of Securities) 55312Q208 --------- (CUSIP Number) July 30, 2007 ------------- (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 55312Q208 SCHEDULE 13G Page 2 of 11 1 Name of Reporting Person STEPHENS INVESTMENT MANAGEMENT, LLC IRS Identification No. of Above Person 37-1453825 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization DELAWARE NUMBER OF 5 Sole Voting Power 1,819,200 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 1,819,200 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each 1,819,200 Reporting Person 10 Check Box if the Aggregate Amount in Row (9) Excludes [ ] Certain Shares 11 Percent of Class Represented by Amount in Row 9 13.1% 12 Type of Reporting Person OO CUSIP 55312Q208 SCHEDULE 13G Page 3 of 11 1 Name of Reporting Person ORPHAN FUND, L.P. IRS Identification No. of Above Person 94-3108651 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization DELAWARE NUMBER OF 5 Sole Voting Power 796,361 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 796,361 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each 796,361 Reporting Person 10 Check Box if the Aggregate Amount in Row (9) Excludes [ ] Certain Shares 11 Percent of Class Represented by Amount in Row 9 5.7% 12 Type of Reporting Person PN CUSIP 55312Q208 SCHEDULE 13G Page 4 of 11 1 Name of Reporting Person PAUL H. STEPHENS IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 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 1,819,200 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 1,819,200 9 Aggregate Amount Beneficially Owned by Each 1,819,200 Reporting Person 10 Check Box if the Aggregate Amount in Row (9) Excludes [ ] Certain Shares 11 Percent of Class Represented by Amount in Row 9 13.1% 12 Type of Reporting Person IN CUSIP 55312Q208 SCHEDULE 13G Page 5 of 11 1 Name of Reporting Person P. BARTLETT STEPHENS IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 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 1,819,200 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 1,819,200 9 Aggregate Amount Beneficially Owned by Each 1,819,200 Reporting Person 10 Check Box if the Aggregate Amount in Row (9) Excludes [ ] Certain Shares 11 Percent of Class Represented by Amount in Row 9 13.1% 12 Type of Reporting Person IN CUSIP 55312Q208 SCHEDULE 13G Page 6 of 11 1 Name of Reporting Person W. BRADFORD STEPHENS IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 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 1,819,200 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 1,819,200 9 Aggregate Amount Beneficially Owned by Each 1,819,200 Reporting Person 10 Check Box if the Aggregate Amount in Row (9) Excludes [ ] Certain Shares 11 Percent of Class Represented by Amount in Row 9 13.1% 12 Type of Reporting Person IN CUSIP 55312Q208 SCHEDULE 13G Page 7 of 11 Item 1(a). Name of Issuer: MMC Energy, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 26 Broadway New York, NY 10004 Item 2(a). Names of Persons Filing: Stephens Investment Management, LLC ("SIM") Orphan Fund, L.P. ("Orphan") Paul H. Stephens ("Paul Stephens") P. Bartlett Stephens ("Bart Stephens") W. Bradford Stephens ("Brad Stephens") Item 2(b). Address of Principal Business Office or, if none, Residence: The principal business address of each reporting person is One Sansome Street, Suite 2900, San Francisco, CA 94104. Item 2(c). Citizenship: Reference is made to Item 4 of pages 2, 3, 4, 5 and 6 of this Schedule 13G (this "Schedule"), which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities: Common Stock, $.001 par value Item 2(e). CUSIP Number: 55312Q208 Item 3. If this statement is filed pursuant to sections 240.13d- 1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). CUSIP 55312Q208 SCHEDULE 13G Page 8 of 11 (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with section 240.13d- 1(b)(1)(ii)(J). Item 4. Ownership. Reference is hereby made to Items 5-9 and 11 of pages 2, 3, 4, 5 and 6 of this Schedule, which Items are incorporated by reference herein. The securities to which this Schedule relates (the "Securities") are owned by certain investment limited partnerships, including Orphan, for which SIM serves as general partner and investment manager. SIM, as those investment limited partnerships' general partner and investment manager, and Paul Stephens, Brad Stephens and Bart Stephens, as managing members and owners of SIM, may therefore be deemed to beneficially own Securities owned by such investment limited partnerships for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that SIM, Paul Stephens, Brad Stephens or Bart Stephens is, for any other purpose, the beneficial owner of any of the Securities, and each of SIM, Paul Stephens, Brad Stephens and Bart Stephens disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein. CUSIP 55312Q208 SCHEDULE 13G Page 9 of 11 Under the definition of "beneficial ownership" in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the "beneficial owners" of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of the Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed. The reporting persons have calculated their beneficial ownership percentages reported herein in reliance upon information provided by the Issuer that the Issuer had 13,907,347 shares of common stock outstanding on July 10, 2007. The Issuer's information has not been separately reported on any annual, quarterly or current report filed by the Issuer with the Securities and Exchange Commission on Form 10-K, 10-Q or 8-K, and may be inaccurate. 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. SIM serves as general partner and investment manager to certain investment limited partnerships, including Orphan, that have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Securities. Other than as reported in this Schedule, no investment limited partnership's holdings exceed five percent of the Issuer's common stock. 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 55312Q208 SCHEDULE 13G Page 10 of 11 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, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 7, 2007 STEPHENS INVESTMENT MANAGEMENT, LLC By: /s/ W. Bradford Stephens ------------------------ W. Bradford Stephens Its Managing Member ORPHAN FUND, L.P. By: STEPHENS INVESTMENT MANAGEMENT, LLC Its: General Partner By: /s/ W. Bradford Stephens ------------------------ W. Bradford Stephens Its Managing Member /s/ Paul H. Stephens -------------------- Paul H. Stephens /s/ P. Bartlett Stephens ------------------------ P. Bartlett Stephens /s/ W. Bradford Stephens ------------------------ W. Bradford Stephens EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 11 CUSIP 55312Q208 SCHEDULE 13G Page 11 of 11 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: August 7, 2007 STEPHENS INVESTMENT MANAGEMENT, LLC By: /s/ W. Bradford Stephens ------------------------ W. Bradford Stephens Its Managing Member ORPHAN FUND, L.P. By: STEPHENS INVESTMENT MANAGEMENT, LLC Its: General Partner By: /s/ W. Bradford Stephens ------------------------ W. Bradford Stephens Its Managing Member /s/ Paul H. Stephens -------------------- Paul H. Stephens /s/ P. Bartlett Stephens ------------------------ P. Bartlett Stephens /s/ W. Bradford Stephens ------------------------ W. Bradford Stephens -----END PRIVACY-ENHANCED MESSAGE-----