0001048462-13-000045.txt : 20131015 0001048462-13-000045.hdr.sgml : 20131014 20131015173051 ACCESSION NUMBER: 0001048462-13-000045 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131015 DATE AS OF CHANGE: 20131015 GROUP MEMBERS: CHARLES E. DAVIDSON GROUP MEMBERS: JOSEPH M. JACOBS GROUP MEMBERS: RHINO ENERGY HOLDINGS LLC GROUP MEMBERS: RHINO RESOURCE HOLDINGS LLC GROUP MEMBERS: WEXFORD GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rhino Resource Partners LP CENTRAL INDEX KEY: 0001490630 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 272377517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86034 FILM NUMBER: 131152679 BUSINESS ADDRESS: STREET 1: 424 LEWIS HARGETT CIRCLE SUITE 250 CITY: LEXINGTON STATE: KY ZIP: 40503 BUSINESS PHONE: (859) 389-6500 MAIL ADDRESS: STREET 1: 424 LEWIS HARGETT CIRCLE SUITE 250 CITY: LEXINGTON STATE: KY ZIP: 40503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD CAPITAL LP CENTRAL INDEX KEY: 0001048462 IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD CAPITAL LLC DATE OF NAME CHANGE: 20000817 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD MANAGEMENT LLC DATE OF NAME CHANGE: 19971024 SC 13D/A 1 form13d.htm WEXFORD CAPITAL SC 13D A3 10-15-2013 form13d.htm



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



SCHEDULE 13D

Amendment No. 3
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Rhino Resource Partners LP
(Name of Issuer)

Common Units
(Title of Class of Securities)

76218Y 10 3
(CUSIP Number)

 
 

 

Arthur H. Amron, Esq.
Wexford Capital LP
411 West Putnam Avenue
Greenwich, CT
(203) 862-7012
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


October 4, 2013
(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 for other parties to whom copies are to be sent.

(Continued on following pages)



 
   

 
 

 
CUSIP No. 76218Y 10 3 Page  of 10


 
1
 
Name of Reporting Person
Wexford Capital LP
 
 
2
 
Check the appropriate box if a member of a group*                                                                                     (a) o
(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
8
Shared Voting Power                                                     16,095,053 units
9
Sole Dispositive Power
10
Shared Dispositive Power                                              16,095,053 units
 
11
 
Aggregate Amount Beneficially Owned by each Reporting Person                                              16,095,053  units*
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares                                                                                                                                                                        o
 
13
 
Percent of Class Represented by Amount in Row (11)                          55.37%**
 
14
 
Type of Reporting Person                                         PN

*           Amount of securities beneficially owned includes 6,639,801 common units representing limited partner interests (each, a “Common Unit”) in Rhino Resource Partners LP (the “Partnership”) and 9,455,252 subordinated units representing limited partner interests in the Partnership (each, a “Sub Unit,” and together with the Common Units, the “Units”).  The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”).
**           Calculation of percentage based on a total of 16,672,286 Common Units and 12,397,000 Sub Units for a total of 29,069,286 Units outstanding, which, based upon information provided by the Company in writing on October 15, 2013 is the number of Common Units and Subordinated Units issued and outstanding.



 
   

 
 

 
CUSIP No. 76218Y 10 3 Page  of 10



 
1
 
Name of Reporting Person
Wexford GP LLC
 
 
2
 
Check the appropriate box if a member of a group*                                                                                     (a) o
(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
8
Shared Voting Power                                                     16,095,053 units
9
Sole Dispositive Power
10
Shared Dispositive Power                                             16,095,053 units
 
11
 
Aggregate Amount Beneficially Owned by each Reporting Person                 16,095,053 units*
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares                                                                                                                                                                        o
 
13
 
Percent of Class Represented by Amount in Row (11)                          55.37%**
 
14
 
Type of Reporting Person                                        OO

*           Amount of securities beneficially owned includes 6,639,801 Common Units and 9,455,252 Sub Units.  The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Partnership Agreement.
**           Calculation of percentage based on a total of 16,672,286 Common Units and 12,397,000 Sub Units for a total of 29,069,286 Units outstanding, which, based upon information provided by the Company in writing on October 15, 2013 is the number of Common Units and Subordinated Units issued and outstanding.



 
   

 
 

 
CUSIP No. 76218Y 10 3 Page  of 10



 
1
 
Name of Reporting Person
Charles E. Davidson
 
 
2
 
Check the appropriate box if a member of a group*                                                                                     (a) o
(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                                                                                                                                             United States
 
 
Number of Shares Beneficially
 
Owned by Each Reporting
 
Person With
7
Sole Voting Power                                                               1,183,012* units*
8
Shared Voting Power                                                        16,095,053 units
9
Sole Dispositive Power                                                        1,183,012* units*
10
Shared Dispositive Power                                                16,095,053 units
 
11
 
Aggregate Amount Beneficially Owned by each Reporting Person                   17,278,065 units**
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares                                                                                                                                                                        o
 
13
 
Percent of Class Represented by Amount in Row (11)                          59.44%***
 
14
 
Type of Reporting Person                                         IN

*           Amount of securities with sole voting and dispositive power owned includes 486,744 Common Units and 696,268 Sub Units.  The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Partnership Agreement.
**           Amount of securities beneficially owned includes 7,126,545 Common Units and 10,151,520 Sub Units.  The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Partnership Agreement.
***           Calculation of percentage based on a total of 16,672,286 Common Units and 12,397,000 Sub Units for a total of 29,069,286 Units outstanding, which, based upon information provided by the Company in writing on October 15, 2013 is the number of Common Units and Subordinated Units issued and outstanding.




 
   

 
 

 
CUSIP No. 76218Y 10 3 Page  of 10



 
1
 
Name of Reporting Person
Joseph M. Jacobs
 
 
2
 
Check the appropriate box if a member of a group*                                                                                     (a) o
(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                                                                                                                                              United States
 
 
Number of Shares Beneficially
 
Owned by Each Reporting
 
Person With
7
Sole Voting Power                                                               342,608 units*
8
Shared Voting Power                                                      16,095,053 units
9
Sole Dispositive Power                                                        342,608 units*
10
Shared Dispositive Power                                                16,095,053 units
 
11
 
Aggregate Amount Beneficially Owned by each Reporting Person                   16,437,661units**
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares                                                                                                                                                                        o
 
13
 
Percent of Class Represented by Amount in Row (11)                          56.55%***
 
14
 
Type of Reporting Person                                         IN

*           Amount of securities with sole voting and dispositive power owned includes 140,966 Common Units and 201,642 Sub Units.  The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Partnership Agreement.
**           Amount of securities beneficially owned includes 6,780,767 Common Units and 9,656,894 Sub Units.  The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Partnership Agreement.
***           Calculation of percentage based on a total of 16,672,286 Common Units and 12,397,000 Sub Units for a total of 29,069,286 Units outstanding, which, based upon information provided by the Company in writing on October 15, 2013 is the number of Common Units and Subordinated Units issued and outstanding.



 
   

 
 

 
CUSIP No. 76218Y 10 3 Page  of 10



 
1
 
Name of Reporting Person
Rhino Energy Holdings LLC
 
 
2
 
Check the appropriate box if a member of a group*                                                                                     (a) o
(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
8
Shared Voting Power                                                      14,607,752 units
9
Sole Dispositive Power
10
Shared Dispositive Power                                               14,607,752 units
 
11
 
Aggregate Amount Beneficially Owned by each Reporting Person                   14,607,752 units*
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares                                                                                                                                                                        o
 
13
 
Percent of Class Represented by Amount in Row (11)                          50.25%**
 
14
 
Type of Reporting Person                                      HC

*           Amount of securities beneficially owned includes 6,010,265 Common Units and 8,597,487 Sub Units.  The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Partnership Agreement.
**           Calculation of percentage based on a total of 16,672,286 Common Units and 12,397,000 Sub Units for a total of 29,069,286 Units outstanding, which, based upon information provided by the Company in writing on October 15, 2013 is the number of Common Units and Subordinated Units issued and outstanding.



 
   

 
 

 
CUSIP No. 76218Y 10 3 Page  of 10



 
1
 
Name of Reporting Person
Rhino Resource Holdings LLC
 
 
2
 
Check the appropriate box if a member of a group*                                                                                     (a) o
(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
8
Shared Voting Power                                                      1,457,396 units
9
Sole Dispositive Power
10
Shared Dispositive Power                                               1,457,396 units
 
11
 
Aggregate Amount Beneficially Owned by each Reporting Person                   1,457,396 units*
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares                                                                                                                                                                        o
 
13
 
Percent of Class Represented by Amount in Row (11)                          5.01%**
 
14
 
Type of Reporting Person HC

*           Amount of securities beneficially owned includes 599,631 Common Units and 857,765 Sub Units.  The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Partnership Agreement.
**           Calculation of percentage based on a total of 16,672,286 Common Units and 12,397,000 Sub Units for a total of 29,069,286 Units outstanding, which, based upon information provided by the Company in writing on October 15, 2013 is the number of Common Units and Subordinated Units issued and outstanding.




 
   

 
 

 
CUSIP No. 76218Y 10 3 Page  of 10


SCHEDULE 13D

This Amendment No. 3 to Schedule 13D modifies and supplements the Schedule 13D (the “Original Statement”) initially filed on February 14, 2011, as amended by Amendment No. 1 filed on January 5, 2012 and amended by Amendment No. 2 filed on January 10, 2013 (the Original Statement, as amended, the “Statement”) with respect to the common units representing limited partner interests (each, a “Common Unit”) of Rhino Resource Partners LP (the “Partnership”). Except to the extent provided by the information contained in this Amendment No. 3, the Statement, as amended as provided above, remains in full force and effect.  Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.



Item 3.  Sources and Amount of Funds or Other Consideration

Item 3 is hereby further supplemented by adding the following:

On October 4, 2013, Wexford Capital, on behalf of the services of Wexford Capital-affiliated directors on the board of directors of the General Partner, was granted an additional 10,165 common units subject to the terms and conditions set forth in Rhino’s Long-Term Incentive Plan. These additional units are subject to vesting as follows: 2,540 units vested on the grant date, 2,540 units will vest on January 1, 2014, 2,540 units will vest on April 1, 2014 and 2,545 units will vest on July 1, 2014.

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety with the following:

(a) – (b) The aggregate number and percentage of shares of Common Units beneficially owned by the Reporting Persons (on the basis of a total of 29,069,286 Units outstanding, which, based upon information provided by the Company in writing on October 15, 2013, is the number of Common Units and Subordinated Units issued and outstanding.) are as follows:

Rhino Energy Holdings LLC
a)  
Amount beneficially owned:  14,607,752                                                                                     Percentage:  50.25%
b)  
Number of shares to which the Reporting Person has:
i.  
Sole power to vote or to direct the vote:
ii.  
Shared power to vote or to direct the vote:  14,607,752
iii.  
Sole power to dispose or to direct the disposition of:
iv.  
Shared power to dispose or to direct the disposition of:  14,607,752

Rhino Resource Holdings LLC
 
(a)
Amount beneficially owned:  1,457,396
Percentage:  5.01%
c)  
Number of shares to which the Reporting Person has:
i.  
Sole power to vote or to direct the vote:
ii.  
Shared power to vote or to direct the vote:1,457,396
iii.  
Sole power to dispose or to direct the disposition of:
iv.  
Shared power to dispose or to direct the disposition of:  1,457,396

Wexford Capital LP
a)  
Amount beneficially owned:  16,095,053                                                                                     Percentage:  55.37%
b)  
Number of shares to which the Reporting Person has:
i.  
Sole power to vote or to direct the vote: 16,095,053
ii.  
Shared power to vote or to direct the vote:
iii.  
Sole power to dispose or to direct the disposition of:   16,095,053
iv.  
Shared power to dispose or to direct the disposition of:

Wexford GP LLC
a)  
Amount beneficially owned:  16,095,053                                                                                     Percentage: 55.37%
b)  
Number of shares to which the Reporting Person has:
i.  
Sole power to vote or to direct the vote: 16,095,053
ii.  
Shared power to vote or to direct the vote:
iii.  
Sole power to dispose or to direct the disposition of:
iv.  
Shared power to dispose or to direct the disposition of: 16,095,053


Charles E. Davidson
a)  
Amount beneficially owned:  17,278,065                                                                                     Percentage: 59.44%
b)  
Number of shares to which the Reporting Person has:
i.  
Sole power to vote or to direct the vote:  1,183,012
ii.  
Shared power to vote or to direct the vote:  16,095,053
iii.  
Sole power to dispose or to direct the disposition of: 1,183,012
iv.  
Shared power to dispose or to direct the disposition of:   16,095,053


Joseph M. Jacobs
a)  
Amount beneficially owned:  16,437,661                                                                                     Percentage:  56.55%
b)  
Number of shares to which the Reporting Person has:
i.  
Sole power to vote or to direct the vote:   342,608
ii.  
Shared power to vote or to direct the vote: 16,095,053
iii.  
Sole power to dispose or to direct the disposition of:  342,608
iv.  
Shared power to dispose or to direct the disposition of:  16,095,053

The total Units reported as beneficially owned by each of Wexford Capital, Wexford GP, Mr. Davidson and Mr. Jacobs include the Units reported as beneficially owned by Rhino Holdings and Resource Holdings. Wexford Capital serves as manager for Rhino Holdings and Resource Holdings and as such may be deemed to share beneficial ownership of the Units beneficially owned by Rhino Holdings and Resource Holdings, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Wexford GP, as the general partner of Wexford Capital, may be deemed to share beneficial ownership of the Units beneficially owned by Rhino Holdings and Resource Holdings, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any Units beneficially owned by Rhino Holdings and Resource Holdings for which Wexford Capital serves as manager, but each disclaims such beneficial ownership to the extent such beneficial ownership exceeds their respective pecuniary interests.

(c) Other than as disclosed in Items 3 and 6, the Reporting Persons have not effected any transaction in the Partnership's Units within the last 60 days.

(d) Not Applicable

(e) Not Applicable

Item 6:

Item 6 hereby further supplemented by adding the following:

Pursuant to the Partnership's Long-Term Incentive Plan, each of Arthur H. Amron, Joseph M. Jacobs, Mark D. Zand, Jay L. Maymudes and Kenneth A. Rubin, directors of the Partnership, and the Partnership entered into an agreement (the "Grant of Unit Awards and Restricted Units") on October 4, 2013 pursuant to which a grant of units was made to each of the aforementioned director of the Partnership on behalf of and as agent for Wexford Capital LP. The award was for an aggregate of 2,540 Unit Awards, which vested on the grant date, and an aggregate of 7,625 Restricted Units, 2,540 of which will vest on January 1, 2014, 2,540 of which will vest on April 1, 2013 and 2,545 of which will vest on July 1, 2014.

Item 7:

Item 7 hereby further supplemented by adding the following:

Exhibit 1:             Form of Grant of Unit Awards and Restricted Units under the Partnership's Long-Term Incentive Plan (incorporated by reference to Exhibit 10.23 to Amendment No. 3 of the Partnership's Registration Statement filed on Form S-1 on July 23, 2010).

 
 



 
   

 
 

 

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 
October 15, 2013

 
Company Name
 
 
RHINO ENERGY HOLDINGS LLC
 
 
By:
Wexford Capital LP, its Manager
 
 
By:
Wexford GP LLC, its General Partner
 
       
 
By:
/s/ Arthur H. Amron
 
 
Name:  
Arthur H. Amron
 
 
Title: 
Vice President and Assistant Secretary
 
       
 
RHINO RESOURCES HOLDINGS LLC
 
 
By:
Wexford Capital LP, its Manager
 
 
By:
Wexford GP LLC, its General Partner
 
       
 
By:
/s/ Arthur H. Amron
 
 
Name:  
Arthur H. Amron
 
 
Title: 
Vice President and Assistant Secretary
 
     
 
WEXFORD CAPITAL LP
 
 
By:
Wexford GP LLC, its General Partner
 
       
       
 
By:
/s/ Arthur H. Amron
 
 
Name:  
Arthur H. Amron
 
 
Title: 
Vice President and Assistant Secretary
 
       
 
WEXFORD GP LLC
 
       
 
By:
/s/ Arthur H. Amron
 
 
Name:  
Arthur H. Amron
 
 
Title: 
Vice President and Assistant Secretary
 
       
     
       
 
/s/ Joseph M. Jacobs
 
 
 JOSEPH M. JACOBS
 
       
       
     
       
 
/s/ Charles E. Davidson
 
 
 CHARLES E. DAVIDSON