0000919574-15-001327.txt : 20150213 0000919574-15-001327.hdr.sgml : 20150213 20150213123006 ACCESSION NUMBER: 0000919574-15-001327 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAR PETROLEUM CORP/CO CENTRAL INDEX KEY: 0000821483 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841060803 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41532 FILM NUMBER: 15611619 BUSINESS ADDRESS: STREET 1: 800 GESSNER ROAD, SUITE 875 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7139693293 MAIL ADDRESS: STREET 1: 800 GESSNER ROAD, SUITE 875 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: DELTA PETROLEUM CORP/CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Waterstone Capital Management, L.P. CENTRAL INDEX KEY: 0001512370 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2 CARLSON PARKWAY, SUITE 260 CITY: PLYMOUTH STATE: MN ZIP: 55447 BUSINESS PHONE: 952-697-4100 MAIL ADDRESS: STREET 1: 2 CARLSON PARKWAY, SUITE 260 CITY: PLYMOUTH STATE: MN ZIP: 55447 SC 13G/A 1 d6352660_13g-a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*


Par Petroleum Corporation
(Name of Issuer)


Common Stock, $0.01 par value
(Title of Class of Securities)

69888T207
(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:

[_]  Rule 13d-1(b)

[X]  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 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.
69888T207
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Waterstone Capital Management, LP
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
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
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
1,022,920
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,022,920
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,022,920
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
2.8%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA
  
 
CUSIP No.
69888T207
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Waterstone Capital Offshore Advisors, LP
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
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
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
1,022,920
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,022,920
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,022,920
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
2.8%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
  

CUSIP No.
69888T207
    
 
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Waterstone Asset Management, LLC
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
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
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
1,022,920
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,022,920
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,022,920
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
2.8%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
  

CUSIP No.
69888T207
    
 
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Shawn Bergerson
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
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
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
1,022,920
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,022,920
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,022,920
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
2.8%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
  

CUSIP No.
69888T207
    

Item 1.
(a).
Name of Issuer:
  
       
   
Par Petroleum Corporation
  

 
(b).
Address of issuer's principal executive offices:
  
       
   
800 Gessner Road, Suite 875
  
   
Houston, Texas  77024
  

Item 2.
(a).
Name of person filing:
  
       
   
Waterstone Capital Management, LP
 
Waterstone Capital Offshore Advisors, LP
 
Waterstone Asset Management, LLC
 
Shawn Bergerson
  

 
(b).
Address or principal business office or, if none, residence:
  
       
   
Waterstone Capital Management, LP
2 Carlson Parkway, Suite 260
Plymouth, Minnesota  55447
United States of America
 
Waterstone Capital Offshore Advisors, LP
2 Carlson Parkway, Suite 260
Plymouth, Minnesota  55447
United States of America
 
Waterstone Asset Management, LLC
2 Carlson Parkway, Suite 260
Plymouth, Minnesota  55447
United States of America
 
Shawn Bergerson
c/o Waterstone Capital Offshore Advisors, LP
2 Carlson Parkway, Suite 260
Plymouth, Minnesota  55447
United States of America
  

 
(c).
Citizenship:
  
       
   
Waterstone Capital Management, LP – Delaware limited partnership
 
Waterstone Capital Offshore Advisors, LP – Delaware limited partnership
 
Waterstone Asset Management, LLC – Delaware limited liability company
 
Shawn Bergerson – United States
  

 
(d).
Title of class of securities:
  
       
   
Common Stock, $0.01 par value
  

 
(e).
CUSIP No.:
  
       
   
69888T207
  

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 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)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

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:
     
   
Waterstone Capital Management, LP:  1,022,920
 
Waterstone Capital Offshore Advisors, LP:  1,022,920
 
Waterstone Asset Management, LLC:  1,022,920
 
Shawn Bergerson:  1,022,920

 
(b)
Percent of class:
     
   
Waterstone Capital Management, LP:  2.8%
 
Waterstone Capital Offshore Advisors, LP:  2.8%
 
Waterstone Asset Management, LLC:  2.8%
 
Shawn Bergerson:  2.8%

 
(c)
Number of shares as to which the person has:
   
Waterstone Capital Management, LP

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,022,920
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,022,920
.
 
         
     
   Waterstone Capital Offshore Advisors, LP

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,022,920
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,022,920
.
         

   
Waterstone Asset Management, LLC

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,022,920
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,022,920
.
         

   
Shawn Bergerson

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,022,920
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,022,920
.
         

 
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 [X].
 
 
Instruction:  Dissolution of a group requires a response to this item.
 

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
N/A
   

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
N/A
   

Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
 
 
N/A
   

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
N/A
   

Item 10.
 Certification.
 
 
 
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.



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.


 
February 13, 2015
  
 
(Date)
    
     
 
WATERSTONE CAPITAL MANAGEMENT, LP*
  
     
 
By:  /s/ Kurt Peterson
  
 
Name: Kurt Peterson
Title: Chief Financial Officer
 
  
     
 
WATERSTONE CAPITAL OFFSHORE ADVISORS, LP*
  
     
 
By:  WATERSTONE ASSET MANAGEMENT, LLC
        General Partner of its investment manager
  
 
By:  /s/ Kurt Peterson
  
 
Name: Kurt Peterson
Title: Chief Financial Officer
 
  
     
 
WATERSTONE ASSET MANAGEMENT, LLC*
  
     
 
By:  /s/ Kurt Peterson
  
 
Name: Kurt Peterson
Title: Chief Financial Officer
 
  
     
 
SHAWN BERGERSON*
  
     
 
By:  /s/ Shawn Bergerson
  

*  The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the reporting persons' pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

AGREEMENT

The undersigned agree that this Amendment No. 4 to Schedule 13G dated February 13, 2015 relating to the Common Stock, $0.01 par value, of Par Petroleum Corporation shall be filed on behalf of the undersigned.


 
February 13, 2015
  
 
(Date)
  
   
 
WATERSTONE CAPITAL MANAGEMENT, LP
   
 
By:  /s/ Kurt Peterson
 
Name: Kurt Peterson
Title: Chief Financial Officer
 
 
WATERSTONE CAPITAL OFFSHORE ADVISORS, LP
   
 
By:  WATERSTONE ASSET MANAGEMENT, LLC
        General Partner of its investment manager
 
By:  /s/ Kurt Peterson
 
Name: Kurt Peterson
Title: Chief Financial Officer
 
 
WATERSTONE ASSET MANAGEMENT, LLC
   
 
By:  /s/ Kurt Peterson
 
Name: Kurt Peterson
Title: Chief Financial Officer
 
 
SHAWN BERGERSON
   
 
By:  /s/ Shawn Bergerson