0001214659-12-000669.txt : 20120214 0001214659-12-000669.hdr.sgml : 20120214 20120214164736 ACCESSION NUMBER: 0001214659-12-000669 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: RICHMOND HILL ADVISORS LLC GROUP MEMBERS: RICHMOND HILL CAPITAL MANAGEMENT LLC GROUP MEMBERS: RICHMOND HILL INVESTMENT CO. LP GROUP MEMBERS: RYAN P. TAYLOR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Constellation Energy Partners LLC CENTRAL INDEX KEY: 0001362705 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 113742489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82227 FILM NUMBER: 12611213 BUSINESS ADDRESS: STREET 1: 1801 MAIN STREET STREET 2: SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-308-3700 MAIL ADDRESS: STREET 1: 1801 MAIN STREET STREET 2: SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Constellation Energy Resources LLC DATE OF NAME CHANGE: 20060515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Essex Equity Capital Management, LLC CENTRAL INDEX KEY: 0001455952 IRS NUMBER: 262203001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 95 MORTON STREET STREET 2: GROUND FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-905-3540 MAIL ADDRESS: STREET 1: P.O. BOX 109 CITY: SUMMIT STATE: NJ ZIP: 07902 SC 13G/A 1 a21112013ga2.htm AMENDMENT NO. 1 a21112013ga2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
SCHEDULE 13G/ A1
 
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
(Amendment No. 1)

Constellation Energy Partners LLC
(Name of Issuer)
 
Common Units
(Title of Class of Securities)
 
21038E101
(CUSIP Number)
 
December 31, 2011
(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)
 
¨      Rule 13d-1(c)
 
þ      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.  21038E101
13G
Page 2 of 9 Pages
 
1
  NAMES OF REPORTING PERSONS
 
  Essex Equity Capital Management, LLC
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
  (a)      ¨
  (b)      þ
3
  SEC USE ONLY
 
 
4
  CITIZEN OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
  SOLE VOTING POWER
 
  2,020,896
6
  SHARED VOTING POWER
 
  0
7
  SOLE DISPOSITIVE POWER
 
  2,020,896
8
  SHARED DISPOSITIVE POWER
 
  0
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,168,312
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
  9.12%
12
  TYPE OF REPORTING PERSON
 
  IA, HC
 
 
 
 
CUSIP No.  21038E101
13G
Page 3 of 9 Pages
 
1
  NAMES OF REPORTING PERSONS
 
  Richmond Hill Investment Co., LP
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
  (a)      ¨
  (b)      þ
3
  SEC USE ONLY
 
 
4
  CITIZEN OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
  SOLE VOTING POWER
 
  0
6
  SHARED VOTING POWER
 
  147,416
7
  SOLE DISPOSITIVE POWER
 
  0
8
  SHARED DISPOSITIVE POWER
 
  147,416
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,168,312
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
  9.12%
12
  TYPE OF REPORTING PERSON
 
  IA, PN
 
 
 
 
CUSIP No.  21038E101
13G
Page 4 of 9 Pages
 
1
  NAMES OF REPORTING PERSONS
 
  Richmond Hill Capital Management, LLC
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
  (a)      ¨
  (b)      þ
3
  SEC USE ONLY
 
 
4
  CITIZEN OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
  SOLE VOTING POWER
 
  0
6
  SHARED VOTING POWER
 
  147,416
7
  SOLE DISPOSITIVE POWER
 
  0
8
  SHARED DISPOSITIVE POWER
 
  147,416
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,168,312
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
  9.12%
12
  TYPE OF REPORTING PERSON
 
  HC, OO
 
 
 
 
CUSIP No.  21038E101
13G
Page 5 of 9 Pages
 
1
  NAMES OF REPORTING PERSONS
 
  Richmond Hill Advisors, LLC
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
  (a)      ¨
  (b)      þ
3
  SEC USE ONLY
 
 
4
  CITIZEN OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
  SOLE VOTING POWER
 
  0
6
  SHARED VOTING POWER
 
  147,416
7
  SOLE DISPOSITIVE POWER
 
  0
8
  SHARED DISPOSITIVE POWER
 
  147,416
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,168,312
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
  9.12%
12
  TYPE OF REPORTING PERSON
 
  HC, OO
 
 
 
 
CUSIP No.  21038E101
13G
Page 6 of 9 Pages
 
1
  NAMES OF REPORTING PERSONS
 
  Ryan P. Taylor
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
  (a)      ¨
  (b)      þ
3
  SEC USE ONLY
 
 
4
  CITIZEN OR PLACE OF ORGANIZATION
 
  U.S.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
  SOLE VOTING POWER
 
  147,416
6
  SHARED VOTING POWER
 
  0
7
  SOLE DISPOSITIVE POWER
 
  147,416
8
  SHARED DISPOSITIVE POWER
 
  0
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,168,312
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
  9.12%
12
  TYPE OF REPORTING PERSON
 
  IN, HC
 
 
 
 
CUSIP No.  21038E101
13G
Page 7 of 9 Pages
 
Item 1(a).
Name of Issuer:
 
Constellation Energy Partners LLC
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
1801 Main Street
Suite 1300
Houston, TX  77002
   
Item 2(a).
Name of Person Filing:
 
Essex Equity Capital Management, LLC,  Richmond Hill Investment Co., LP, Richmond Hill Capital Management LLC, Richmond Hill Advisors, LLC and Ryan P. Taylor.  Essex Equity Capital Management, LLC is the investment manager and control person of Essex Equity Joint Investment Vehicle, LLC, the holder of 2,020,896 common units of the Issuer.  Ryan P. Taylor is the control person of each of Richmond Hill Advisors, LLC and Capital Management LLC, which is the control person of Richmond Hill Investment Co., LP.  Richmond Hill Investment Co., LP is the investment manager and Richmond Hill Advisors, LLC is the general partner, of Richmond Hill Capital Partners, LP, the holder of 147,416 common units of the Issuer.
   
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
375 Hudson Street 12th Floor
New York, NY  10014
   
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 Units
   
Item 2(e).
CUSIP Number:
 
21038E101
   
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
 
 
 
 
CUSIP No.  21038E101
13G
Page 8 of 9 Pages
 
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 Persons by 23,768,193, the number of shares of common units outstanding as of November 4, 2011, as reported in the Issuer’s Form Quarterly report on 10-Q for the fiscal quarter ended September 30, 2011 filed with the Securities and Exchange Commission on November 4, 2011.
 
(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.
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.
Not Applicable.
   
Item 9.
Notice of Dissolution of Group.
Not Applicable.
 
 
 
 
CUSIP No.  21038E101
13G
Page 9 of 9 Pages
 
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:   February 14, 2012
 
 
 
ESSEX EQUITY CAPITAL MANAGEMENT, LLC
   
 
By:
/s/ JOHN LIU
   
Name:   John Liu
   
Title:     Chief Executive Officer

 
RICHMOND HILL INVESTMENT CO., LP
   
 
By:
/s/ RYAN P. TAYLOR
   
Name:   Ryan P. Taylor
   
Title:     Managing Partner

 
RICHMOND HILL CAPITAL MANAGEMENT, LLC
   
 
By:
/s/ RYAN P. TAYLOR
   
Name:   Ryan P. Taylor
Title:     Managing Member

 
RICHMOND HILL ADVISORS, LLC
   
 
By:
/s/ RYAN P. TAYLOR
   
Name:   Ryan P. Taylor
Title:     Managing Member

   
 
/s/ RYAN P. TAYLOR
  
 
Ryan P. Taylor