0001193125-15-048968.txt : 20150213 0001193125-15-048968.hdr.sgml : 20150213 20150213115053 ACCESSION NUMBER: 0001193125-15-048968 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: G. BRYAN DUTT GROUP MEMBERS: IRONMAN CAPITAL MANAGEMENT, LLC GROUP MEMBERS: IRONMAN ENERGY CAPITAL (QP), L.P. GROUP MEMBERS: IRONMAN ENERGY CAPITAL, L.P. GROUP MEMBERS: IRONMAN ENERGY PARTNERS II, L.P. GROUP MEMBERS: IRONMAN ENERGY PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LUCAS ENERGY, INC. CENTRAL INDEX KEY: 0001309082 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980417780 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82121 FILM NUMBER: 15611330 BUSINESS ADDRESS: STREET 1: 3555 TIMMONS LANE STREET 2: SUITE 1550 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-528-1881 MAIL ADDRESS: STREET 1: 3555 TIMMONS LANE STREET 2: SUITE 1550 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: Panorama Investments Corp DATE OF NAME CHANGE: 20041118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ironman Energy Master Fund CENTRAL INDEX KEY: 0001497010 IRS NUMBER: 208379872 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2211 NORFOLK STREET 2: SUITE 611 CITY: HOUSTON STATE: TX ZIP: 77098 BUSINESS PHONE: 713.218.6945 MAIL ADDRESS: STREET 1: 2211 NORFOLK STREET 2: SUITE 611 CITY: HOUSTON STATE: TX ZIP: 77098 SC 13G/A 1 d873700dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

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(b)

(Amendment No. 1)

 

 

Lucas Energy, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

549333201

(Cusip Number)

December 31, 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:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 

CUSIP No. 549333201   13G/A

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ironman Energy Master Fund

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5    

SOLE VOTING POWER

 

2,547,502

    6   

SHARED VOTING POWER

 

0

    7   

SOLE DISPOSITIVE POWER

 

2,547,502

    8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,547,502

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.3%

12  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

WEST

CUSIP No. 549333201   13G/A

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ironman Energy Capital, L.P.

  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

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5    

SOLE VOTING POWER

 

2,547,502

    6   

SHARED VOTING POWER

 

0

    7   

SOLE DISPOSITIVE POWER

 

2,547,502

    8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,547,502

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.3%

12  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

WEST

CUSIP No. 549333201   13G/A

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ironman Energy Capital (QP), L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5    

SOLE VOTING POWER

 

2,547,502

    6   

SHARED VOTING POWER

 

0

    7   

SOLE DISPOSITIVE POWER

 

2,547,502

    8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,547,502

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.3%

12  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

WEST

CUSIP No. 549333201   13G/A

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ironman Energy Partners, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5    

SOLE VOTING POWER

 

3,113,671

    6   

SHARED VOTING POWER

 

0

    7   

SOLE DISPOSITIVE POWER

 

3,113,671

    8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,113,671

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.9%

12  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

WEST

CUSIP No. 549333201   13G/A

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ironman Energy Partners II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5    

SOLE VOTING POWER

 

3,113,671

    6   

SHARED VOTING POWER

 

0

    7   

SOLE DISPOSITIVE POWER

 

3,113,671

    8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,113,671

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.9%

12  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

WEST

CUSIP No. 549333201   13G/A

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ironman Capital Management, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5    

SOLE VOTING POWER

 

3,113,671

    6   

SHARED VOTING POWER

 

0

    7   

SOLE DISPOSITIVE POWER

 

3,113,671

    8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,113,671

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.9%

12  

TYPE OF REPORTING PERSON*

 

IA, OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

WEST

CUSIP No. 549333201   13G/A

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

G. Bryan Dutt

  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

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     5    

SOLE VOTING POWER

 

3,113,671

    6   

SHARED VOTING POWER

 

0

    7   

SOLE DISPOSITIVE POWER

 

3,113,671

    8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,113,671

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.9%

12  

TYPE OF REPORTING PERSON*

 

IN,HC

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

WEST

AMENDMENT NO. 1 TO SCHEDULE 13G/A

This Amendment No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on January 13, 2014 (the “Original 13G”) is being filed on behalf of Ironman Energy Master Fund, a Texas general partnership (the “Master Fund”), Ironman Energy Capital, L.P., a Delaware limited partnership (“Ironman Capital”), Ironman Energy Capital (QP), L.P., a Texas limited partnership (“Ironman Capital QP”), Ironman Energy Partners, L.P., a Texas limited partnership (“Ironman Energy”), Ironman Energy Partners II, L.P., a Texas limited partnership (“Ironman Energy II”), Ironman Capital Management, LLC, a Texas limited liability company (“Ironman Management”), and G. Bryan Dutt (“Mr. Dutt” and, collectively with the Master Fund, Ironman Capital, Ironman Capital QP, Ironman Energy, Ironman Energy II and Ironman Management, the “Reporting Persons”), relating to Common Stock, $0.001 par value (the “Common Stock”), of Lucas Energy, Inc., a Nevada corporation (the “Issuer”), purchased by the Master Fund and another private investment fund managed by Ironman Energy II (the “Private Fund” and together with the Master Fund, the “Funds”). The Amendment is being filed solely due to requirement to update our position as of the end of the calendar year ended December 31, 2014.

Ironman Capital and Ironman Capital QP are the general partners of the Master Fund. Ironman Energy is the general partner of Ironman Capital, Ironman Capital QP and the Private Fund. Ironman Energy II is the investment manager of the Funds. Ironman Management is the general partner of Ironman Energy and Ironman Energy II. Mr. Dutt is the managing member of Ironman Management.

Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), 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)    x    An investment advisor 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)    x    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)    ¨    A savings association 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).

 

WEST

Item 4 Ownership.

Item 4 of the Original 13G is amended and restated to read as follows:

 

  (a) The Master Fund, Ironman Capital and Ironman Capital (QP) are the beneficial owners of 2,547,502 shares of Common Stock held by the Master Fund, consisting of 1,964,169 shares of Common Stock and warrants of exercisable into 583,333 shares of Common Stock. Ironman Energy, Ironman Energy II, Ironman Management and Mr. Dutt are the beneficial owners of 3,113,671 shares of Common Stock held by the Funds, consisting of 2,280,338 shares of Common Stock and warrants exercisable into 833,333 shares of Common Stock. Ironman Capital and Ironman Capital QP may be deemed to beneficially own the shares of Common Stock held by the Master Fund as a result of being the general partners of the Master Fund. Ironman Energy may be deemed to beneficially own the shares of Common Stock held by the Funds as a result of being the general partner of Ironman Capital, Ironman Capital QP and the Private Fund. Ironman Energy II may be deemed to beneficially own the shares of Common Stock held by the Funds as a result of being the investment manager of the Funds. Ironman Management may be deemed to beneficially own the shares of Common Stock held by the Funds as a result of being the general partner of Ironman Energy and Ironman Energy II. Mr. Dutt may be deemed to beneficially own the shares of Common Stock held by the Funds as a result of being the managing member of Ironman Management.

 

  (b) The Master Fund, Ironman Capital and Ironman Capital (QP) are the beneficial owners of 7.3% of the outstanding shares of Common Stock, and Ironman Energy, Ironman Energy II, Ironman Management and Mr. Dutt are the beneficial owners of 8.9% of the outstanding shares of Common Stock. These percentages are determined by dividing the number of shares of Common Stock beneficially held by each of the Reporting Persons as described above, by 34,958,663, the number of shares of Common Stock issued and outstanding as of November 7, 2014, according to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2014.

 

  (c) The Master Fund, Ironman Capital and Ironman Capital (QP) may direct the vote and disposition of the 2,547,502 shares of Common Stock held by the Master Fund. Ironman Energy, Ironman Energy II, Ironman Management and Mr. Dutt may direct the vote and disposition of the 3,113,671 shares of Common Stock held by the Funds.

Item 10 Certification.

For G. Brian Dutt and Ironman Management:

 

WEST

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.

 

WEST

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 13, 2015

 

IRONMAN ENERGY MASTER FUND
By:

/s/ G. Bryan Dutt

Name: G. Bryan Dutt
Title: Authorized Signatory
IRONMAN ENERGY CAPITAL, L.P.
By:

/s/ G. Bryan Dutt

Name: G. Bryan Dutt
Title: Authorized Signatory
IRONMAN ENERGY CAPITAL (QP), L.P.
By:

/s/ G. Bryan Dutt

Name: G. Bryan Dutt
Title: Authorized Signatory
IRONMAN ENERGY PARTNERS, L.P.
By:

/s/ G. Bryan Dutt

Name: G. Bryan Dutt
Title: Authorized Signatory
IRONMAN ENERGY PARTNERS II, L.P.
By:

/s/ G. Bryan Dutt

Name: G. Bryan Dutt
Title: Authorized Signatory
IRONMAN CAPITAL MANAGEMENT, LLC
By:

/s/ G. Bryan Dutt

Name: G. Bryan Dutt
Title: Authorized Signatory
G. BRYAN DUTT

/s/ G. Bryan Dutt