0001140361-14-046427.txt : 20141224 0001140361-14-046427.hdr.sgml : 20141224 20141224105338 ACCESSION NUMBER: 0001140361-14-046427 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141224 DATE AS OF CHANGE: 20141224 GROUP MEMBERS: BAYSWATER BLENHEIM HOLDINGS II, LLC GROUP MEMBERS: BAYSWATER BLENHEIM HOLDINGS, LLC GROUP MEMBERS: BAYSWATER EXPLORATION & PRODUCTION, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGY RESOURCES CORP CENTRAL INDEX KEY: 0001413507 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 202835920 STATE OF INCORPORATION: CO FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86688 FILM NUMBER: 141309242 BUSINESS ADDRESS: STREET 1: 20203 HIGHWAY 60 CITY: PLATTEVILLE STATE: CO ZIP: 80651 BUSINESS PHONE: 303-591-7413 MAIL ADDRESS: STREET 1: 20203 HIGHWAY 60 CITY: PLATTEVILLE STATE: CO ZIP: 80651 FORMER COMPANY: FORMER CONFORMED NAME: Brishlin Resources, Inc. DATE OF NAME CHANGE: 20071217 FORMER COMPANY: FORMER CONFORMED NAME: Blue Star Energy Inc DATE OF NAME CHANGE: 20070926 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blenheim Natural Resources Fund LLC CENTRAL INDEX KEY: 0001483720 IRS NUMBER: 271070476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CONNELL DRIVE STREET 2: SUITE 5200 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: 732-560-62216 MAIL ADDRESS: STREET 1: 300 CONNELL DRIVE STREET 2: SUITE 5200 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 SC 13G 1 formsc13g.htm BLENHEIM NATURAL RESOURCES FUND LLC SC 13G 12-15-2014 (SYNERGY RESOURCES CORPORATION)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. ___0_____)*
 
SYNERGY RESOURCES CORPORATION
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
87164P103
(CUSIP Number)
 
Frank L. Jennings; 20203 Highway 60, Platteville, Colorado 80651; 303-591-7413
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 15, 2014
(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)
☐
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 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).
 
CUSIP No. 87164P103
13G
Page 1 of 3 Pages
 
1.
NAMES OF REPORTING PERSONS
 
 
 
Bayswater Blenheim Holdings, LLC (“BBH”)
Bayswater Blenheim Holdings II, LLC (“BBHII”)
Bayswater Exploration & Production, LLC (“BEP”)
 
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
BBH EIN:      27-3771860
BBHII EIN:   46-0834203
BEP EIN:       20-1398370
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)    ☒
 
(b)    ☐
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
BBH:      Delaware
BBHII:   Delaware
BEP:       Colorado
 
   
5.
SOLE VOTING POWER
 
 
 
 
 
BBH:   3,794,678
BBHII:   230,236
BEP:       623,222
 
 
 
NUMBER OF
6.
SHARED VOTING POWER
SHARES
 
 
BENEFICIALLY
 
0
OWNED BY
EACH
7.
SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH
BBH:   3,794,678
BBHII:   230,236
BEP:       623,222
 
 
8.
SHARED DISPOSITIVE POWER
 
 
 
0
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
BBH:   3,794,678
BBHII:   230,236
BEP:       623,222
Total:   4,648,136
 
 
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ☐
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
BBH:     4.79%
BBHII:   0.29%
BEP:       0.79%
Total:      5.86%
 
12.
TYPE OF REPORTING PERSON (see instructions)
 
 
BBH:      OO
BBHII:   OO
BEP:       OO
 
CUSIP No. 87164P103
13G
Page 2 of 3 Pages
 
Item 1.
 
(a) Name of Issuer

Synergy Resources Corporation

(b) Address of Issuer’s Principal Executive Offices

20203 Highway 60
Platteville, Colorado 80651
Item 2.
 
(a)
Name of Person Filing

Bayswater Blenheim Holdings, LLC (“BBH”)
Bayswater Blenheim Holdings II, LLC (“BBHII”)
Bayswater Exploration & Production, LLC (“BEP”)

(b) Address of the Principal Office or, if none, residence

 
BBH and BBHII:
300 Connell Drive
Suite 5200
Berkeley Heights, NJ 07922

 
BEP:
730 17th Street
Suite 610
Denver, Colorado 80202

(c) Citizenship

 
BBH:
USA (Delaware)
 
BBHII:
USA (Delaware)
 
BEP:
USA (Colorado)

(d) Title of Class of Securities

Common Stock

(e) CUSIP Number

87164P103

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:
 
 
(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).
       
 
(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 §240.13d-1(b)(1)(ii)(E);
       
 
(f)
☐
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
 
(g)
☐
A parent holding company or control person in accordance with §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 §240.13d-1(b)(1)(ii)(J).
 
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:  4,648,136
 
 
(b)
Percent of class:  5.86%
 
 
(c)
Number of shares as to which the person has:
 
 
(i)
Sole power to vote or to direct the vote
 
BBH:   3,794,678
BBHII:   230,236
BEP:       623,222
Total:   4,648,136
 
 
(ii)
Shared power to vote or to direct the vote.
 
0
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
BBH:   3,794,678
BBHII:   230,236
BEP:       623,222
Total:   4,648,136
 
 
(iv)
Shared power to dispose or to direct the disposition of.
 
0
 
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     ☒.
 
Instruction. Dissolution of a group requires a response to this item.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
N/A
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
N/A
 
Item 8.
Identification and Classification of Members of the Group.
 
Bayswater Blenheim Holdings, LLC – a limited liability company
 
Bayswater Blenheim Holdings II, LLC – a limited liability company
 
Bayswater Exploration & Production, LLC – a limited liability company
 
Item 9.
Notice of Dissolution of Group.
 
N/A
 
Item 10.
Certification.

(a) The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

(b) The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

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.
 
CUSIP No. 87164P103
13G
Page 3 of 3 Pages
 
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.
 
 
12/18/2014
 
Date
 
 
 
/s/ Guy Castranova
 
Signature
 
 
 
Guy Castranova, Managing Director, Blenheim
Natural Resources Management, LLC, Manager of
Blenheim Natural Resources Fund, LLC, Member
of
Bayswater Blenheim Holdings, LLC
 
Name/Title
 
 
/s/ Guy Castranova
 
Signature
 
 
Guy Castranova, Managing Director, Blenheim
Natural Resources Management, LLC, Manager of
Blenheim Natural Resources Fund, LLC, Member
of
Bayswater Blenheim HoldingsII, LLC
 
Name/Title
 
 
/s/ Stephen M. Struna
 
Signature
 
 
Stephen M. Struna, President of Bayswater
Exploration & Production, LLC
 
Name/Title
 
EXHIBIT A

Joint Filing Agreement Pursuant To Rule 13d-1(K)
Of The Securities And Exchange Act Of 1934

Pursuant to Rule 13d-1(k) of the Securities and Exchange Act of 1934, the undersigned hereby agree that each person or entity on whose behalf this statement is filed is responsible for its timely filing and any amendments hereto; for the completeness and accuracy of the information concerning the persons or entities contained herein; and that each individual person or entity is not responsible for the completeness or accuracy of the information concerning the other persons or entities making this filing, unless any such person or entity knows or has reason to believe that said information is inaccurate.

Dated:  As of December 15, 2014

BAYSWATER BLENHEIM HOLDINGS, LLC
  
     
By:
Blenheim Natural Resources Fund, LLC, Member
  
By:
Blenheim Natural Resources Management, LLC, Manager
  
     
By:
 /s/ Guy Castranova  
 
Guy Castranova, Managing Director
  
     
BAYSWATER BLENHEIM HOLDINGS II, LLC
  
     
By:
Blenheim Elgin Natural Resources Fund II, LLC, Member
  
By:
Blenheim Natural Resources Management, LLC, Manager
  
     
By:
 /s/ Guy Castranova  
 
Guy Castranova, Managing Director
  
     
BAYSWATER EXPLORATION & PRODUCTION, LLC
  
     
By:
 /s/ Stephen M. Struna  
 
Stephen M. Struna, President