CUSIP No. 41754V103 | 13G |
Harvest Natural Resources, Inc.
|
(Name of Issuer)
|
Common Stock
|
(Title of Class of Securities)
|
41754V103
|
(CUSIP Number)
|
October 11, 2012
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
|
o |
Rule 13d-1(b)
|
x |
Rule 13d-1(c)
|
o |
Rule 13d-1(d)
|
CUSIP No. 41754V103 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
MSDC Management, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) þ
|
|||
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 | ||||
2,858,719 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 |
SHARED DISPOSITIVE POWER
2,858,719
|
||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,858,719 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
7.2% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. 41754V103 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
MSD Energy Partners, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) þ
|
|||
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 | ||||
2,467,359
|
|||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 |
SHARED DISPOSITIVE POWER
2,467,359
|
||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,467,359 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
6.2% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. 41754V103 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
MSD Energy Partners (MM), L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) þ
|
|||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
124,058
|
|||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 |
SHARED DISPOSITIVE POWER
124,058
|
||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
124,058 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
0.3% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. 41754V103 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
MSD Credit Opportunity Fund, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) þ
|
|||
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 | ||||
267,302
|
|||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 |
SHARED DISPOSITIVE POWER
267,302
|
||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
267,302 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
0.7% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. 41754V103 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
MSD Capital, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) þ
|
|||
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 | ||||
1,241,617
|
|||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 |
SHARED DISPOSITIVE POWER
1,241,617
|
||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,241,617 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
3.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. 41754V103 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
MSD Energy Investments Private II, LLC
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) þ
|
|||
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 | ||||
1,241,617
|
|||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 |
SHARED DISPOSITIVE POWER
1,241,617
|
||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,241,617 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
3.1% |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
CUSIP No. 41754V103 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
Michael S. Dell | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) þ
|
|||
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 | ||||
1,241,617
|
|||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 |
SHARED DISPOSITIVE POWER
1,241,617
|
||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,241,617 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
3.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
CUSIP No. 41754V103 | 13G |
Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a)
|
Name of Person Filing:
|
Item 2(b)
|
Address of Principal Business Office or, if none, Residence:
|
Item 2(c)
|
Citizenship:
|
CUSIP No. 41754V103 | 13G |
Item 2(d)
|
Title of Class of Securities:
|
Item 2(e)
|
CUSIP No.:
|
Item 3
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
|
Item 4
|
Ownership:
|
(a)
|
Amount beneficially owned: See Item 9 on the cover pages hereto. The number of shares reported as beneficially owned by MSDC Management, L.P., MSD Energy Partners, L.P., MSD Credit Opportunity Fund, L.P., MSD Capital, L.P., MSD Energy Investments Private II, LLC and Michael S. Dell includes shares that may be acquired within 60 days upon the exercise of warrants that are subject to a limitation on exercise to the extent that, following exercise, the Reporting Persons would beneficially own, in the aggregate, more than 10% of the Company’s outstanding Common Stock.
|
(b)
|
Percent of class: See Item 11 on the cover pages hereto.
|
(c)
|
Number of shares as to which such person has:
|
Item 5
|
Ownership of Five Percent or Less of a Class:
|
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person:
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
|
Item 8
|
Identification and Classification of Members of the Group:
|
CUSIP No. 41754V103 | 13G |
Item 9
|
Notice of Dissolution of Group:
|
Item 10
|
Certification:
|
CUSIP No. 41754V103 | 13G |
MSDC Management, L.P. |
By: MSDC Management (GP), LLC |
Its: General Partner |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager |
MSD Energy Partners, L.P. |
By: MSDC Management, L.P. |
Its: Investment Manager |
By: MSDC Management (GP), LLC |
Its: General Partner |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager |
MSD Energy Partners (MM), L.P. |
By: MSDC Management, L.P. |
Its: Investment Manager |
By: MSDC Management (GP), LLC |
Its: General Partner |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager |
MSD Credit Opportunity Fund, L.P. |
By: MSDC Management, L.P. |
Its: Investment Manager |
By: MSDC Management (GP), LLC |
Its: General Partner |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager |
CUSIP No. 41754V103 | 13G |
MSD Capital, L.P. |
By: MSD Capital Management, LLC |
Its: General Partner |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager and General Counsel |
MSD Energy Investments Private II, LLC |
By: MSD Capital, L.P. |
Its: Manager |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager and General Counsel |
Michael S. Dell |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Attorney-in-Fact |
CUSIP No. 41754V103 | 13G |
Exhibit
|
|
Description of Exhibit
|
24.1
|
Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G filed by MSD Capital, MSD Energy Investments, L.P. and Michael S. Dell with the Securities and Exchange Commission on February 22, 2011 relating to the common units of Atlas Energy, L.P.).
|
|
99.1
|
|
Joint Filing Agreement dated October 22, 2012.
|
Exhibit 99.1 |
MSDC Management, L.P. |
By: MSDC Management (GP), LLC |
Its: General Partner |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager |
MSD Energy Partners, L.P. |
By: MSDC Management, L.P. |
Its: Investment Manager |
By: MSDC Management (GP), LLC |
Its: General Partner |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager |
MSD Energy Partners (MM), L.P. |
By: MSDC Management, L.P. |
Its: Investment Manager |
By: MSDC Management (GP), LLC |
Its: General Partner |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager |
MSD Credit Opportunity Fund, L.P. |
By: MSDC Management, L.P. |
Its: Investment Manager |
By: MSDC Management (GP), LLC |
Its: General Partner |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager |
MSD Capital, L.P. |
By: MSD Capital Management, LLC |
Its: General Partner |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager and General Counsel |
MSD Energy Investments Private II, LLC |
By: MSD Capital, L.P. |
Its: Manager |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager and General Counsel |
Michael S. Dell |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Attorney-in-Fact |