CUSIP No. 29101U100 | 13D | Page 1 of 11 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Emerald Oil, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
29101U100
(CUSIP Number)
White Deer Energy L.P.
667 Madison Avenue, 4th Floor
New York, New York 10065
Attention: Thomas J. Edelman
212-371-1117
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 16, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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).
(Page 1 of 11 Pages)
CUSIP No. 29101U100 | 13D | Page 2 of 11 |
(Continued on following pages)
(Page 2 of 11 Pages)
CUSIP No. 29101U100 | 13D | Page 3 of 11 |
1 | Name of Reporting Person
WDE Emerald Holdings LLC | |||||
2 | Check the appropriate box if a member of a group (a) :x (b) :¨
| |||||
3 | SEC use only
| |||||
4 | Source of Funds
OO | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
12,558,925* | ||||
8 | Shared Voting Power
| |||||
9 | Sole Dispositive Power
12,558,925* | |||||
10 | Shared Dispositive Power
| |||||
11 |
Aggregate Amount Beneficially Owned by each Reporting Person
12,558,925* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
19.23%* | |||||
14 | Type of Reporting Person
PN (Limited Liability Company) |
* | The number of shares and percentage of Common Stock of the Issuer reported as beneficially owned in this Schedule 13D includes shares of Common Stock issuable upon the exercise of warrants and reflected on an as exercised basis. See Item 1. |
(Page 3 of 11 Pages)
CUSIP No. 29101U100 | 13D | Page 4 of 11 |
1 | Name of Reporting Person
White Deer Energy FI L.P. | |||||
2 | Check the appropriate box if a member of a group (a) :x (b) :¨
| |||||
3 | SEC use only
| |||||
4 | Source of Funds
OO | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
434,160* | ||||
8 | Shared Voting Power
| |||||
9 | Sole Dispositive Power
434,160* | |||||
10 | Shared Dispositive Power
| |||||
11 |
Aggregate Amount Beneficially Owned by each Reporting Person
434,160* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0.67%* | |||||
14 | Type of Reporting Person
PN (Limited Partnership) |
* | The number of shares and percentage of Common Stock of the Issuer reported as beneficially owned in this Schedule 13D includes shares of Common Stock issuable upon the exercise of warrants and reflected on an as exercised basis. See Item 1. |
(Page 4 of 11 Pages)
CUSIP No. 29101U100 | 13D | Page 5 of 11 |
1 | Name of Reporting Person
White Deer Energy L.P. | |||||
2 | Check the appropriate box if a member of a group (a) :x (b) :¨
| |||||
3 | SEC use only
| |||||
4 | Source of Funds
OO | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
12,155,567* | ||||
8 | Shared Voting Power
| |||||
9 | Sole Dispositive Power
12,155,567* | |||||
10 | Shared Dispositive Power
| |||||
11 |
Aggregate Amount Beneficially Owned by each Reporting Person
12,155,567* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
18.62%* | |||||
14 | Type of Reporting Person
PN (Limited Partnership) |
* | The number of shares and percentage of Common Stock of the Issuer reported as beneficially owned in this Schedule 13D includes shares of Common Stock issuable upon the exercise of warrants and reflected on an as exercised basis. See Item 1. |
(Page 5 of 11 Pages)
CUSIP No. 29101U100 | 13D | Page 6 of 11 |
1 | Name of Reporting Person
White Deer Energy TE L.P. | |||||
2 | Check the appropriate box if a member of a group (a) :x (b) :¨
| |||||
3 | SEC use only
| |||||
4 | Source of Funds
OO | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
403,358* | ||||
8 | Shared Voting Power
| |||||
9 | Sole Dispositive Power
403,358* | |||||
10 | Shared Dispositive Power
| |||||
11 |
Aggregate Amount Beneficially Owned by each Reporting Person
403,358* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0.62%* | |||||
14 | Type of Reporting Person
PN (Limited Partnership) |
* | The number of shares and percentage of Common Stock of the Issuer reported as beneficially owned in this Schedule 13D includes shares of Common Stock issuable upon the exercise of warrants and reflected on an as exercised basis. See Item 1. |
(Page 6 of 11 Pages)
CUSIP No. 29101U100 | 13D | Page 7 of 11 |
1 | Name of Reporting Person
Edelman & Guill Energy L.P. | |||||
2 | Check the appropriate box if a member of a group (a) :x (b) :¨
| |||||
3 | SEC use only
| |||||
4 | Source of Funds
OO | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
12,993,085* | ||||
8 | Shared Voting Power
| |||||
9 | Sole Dispositive Power
12,993,085* | |||||
10 | Shared Dispositive Power
| |||||
11 |
Aggregate Amount Beneficially Owned by each Reporting Person
12,993,085* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
19.9%* | |||||
14 | Type of Reporting Person
PN (Limited Partnership) |
* | The number of shares and percentage of Common Stock of the Issuer reported as beneficially owned in this Schedule 13D includes shares of Common Stock issuable upon the exercise of warrants and reflected on an as exercised basis. See Item 1. |
(Page 7 of 11 Pages)
CUSIP No. 29101U100 | 13D | Page 8 of 11 |
1 | Name of Reporting Person
Edelman & Guill Energy Ltd. | |||||
2 | Check the appropriate box if a member of a group (a) :x (b) :¨
| |||||
3 | SEC use only
| |||||
4 | Source of Funds
OO | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
12,993,085* | ||||
8 | Shared Voting Power
| |||||
9 | Sole Dispositive Power
12,993,085* | |||||
10 | Shared Dispositive Power
| |||||
11 |
Aggregate Amount Beneficially Owned by each Reporting Person
12,993,085* | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
13 | Percent of Class Represented by Amount in Row (11)
19.9%* | |||||
14 | Type of Reporting Person
CO |
* | The number of shares and percentage of Common Stock of the Issuer reported as beneficially owned in this Schedule 13D includes shares of Common Stock issuable upon the exercise of warrants and reflected on an as exercised basis. See Item 1. |
Explanatory Note: This Amendment No. 3 amends and supplements the Statement on Schedule 13D (the Initial Statement) filed by the reporting persons named in Item 2 thereof (the Reporting Persons) on March 1, 2013, as amended on May 22, 2013 and further amended on October 17, 2013, relating to the shares of common stock, par value $0.001 (the Common Shares), of Emerald Oil, Inc., a Montana corporation (the Issuer). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Initial Statement.
(Page 8 of 11 Pages)
Item 4. | Purpose of Transaction. |
Item 4 of the Initial Statement is hereby supplemented to include the following:
On April 19, 2014, WDE Emerald Holdings LLC, a Delaware limited liability company (WD Investor I), and White Deer Energy FI L.P., a Cayman Islands exempted limited partnership (WD Investor II and, together with WD Investor I, the Investors and each, an Investor) requested that the Issuer register the Issuers shares of common stock and the Issuers shares of common stock underlying the warrants held by the Investors (the Stock). As a long-term shareholder in the Issuer, the Investors are increasing their funds liquidity by placing its shares in a standard prime brokerage account. On May 16, 2014, the Issuer filed a shelf registration statement registering the Stock.
In addition, the Investors intend to review their investment in the Issuer on a continuing basis and, depending upon the price of and other market conditions relating to the common stock of the Issuer, the Issuers business and prospects, general stock market and economic conditions, and other factors deemed relevant, may decide to purchase additional shares of common stock of the Issuer in the open market.
(Page 9 of 11 Pages)
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.
Date: May 21, 2014
WDE EMERALD HOLDINGS LLC | ||||
By: | /s/ Thomas J. Edelman | |||
Name: | Thomas J. Edelman | |||
Title: | President | |||
WHITE DEER ENERGY FI L.P. | ||||
By: | Edelman & Guill Energy L.P., its general partner | |||
By: | Edelman & Guill Energy Ltd., its general partner | |||
By: | /s/ Thomas J. Edelman | |||
Name: | Thomas J. Edelman | |||
Title: | Director | |||
WHITE DEER ENERGY L.P. | ||||
By: | Edelman & Guill Energy L.P., its general partner | |||
By: | Edelman & Guill Energy Ltd., its general partner | |||
By: | /s/ Thomas J. Edelman | |||
Name: | Thomas J. Edelman | |||
Title: | Director |
Signature Page-1
WHITE DEER ENERGY TE L.P. | ||||
By: | Edelman & Guill Energy L.P., its general partner | |||
By: | Edelman & Guill Energy Ltd., its general partner | |||
By: | /s/ Thomas J. Edelman | |||
Name: | Thomas J. Edelman | |||
Title: | Director | |||
EDELMAN & GUILL ENERGY L.P. | ||||
By: | Edelman & Guill Energy Ltd., its general partner | |||
By: | /s/ Thomas J. Edelman | |||
Name: | Thomas J. Edelman | |||
Title: | Director | |||
EDELMAN & GUILL ENERGY LTD. | ||||
By: | /s/ Thomas J. Edelman | |||
Name: | Thomas J. Edelman | |||
Title: | Director |
Signature Page-2