0001144204-12-007589.txt : 20120213 0001144204-12-007589.hdr.sgml : 20120213 20120213132751 ACCESSION NUMBER: 0001144204-12-007589 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 GROUP MEMBERS: LAURA DUNN GROUP MEMBERS: STEVEN B. DUNN & LAURA DUNN REVOCABLE TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DUNN STEVEN B CENTRAL INDEX KEY: 0001530722 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 16689 SCHOENBORN STREET CITY: NORTH HILLS STATE: CA ZIP: 91343 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RECOVERY ENERGY, INC. CENTRAL INDEX KEY: 0001437557 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85425 FILM NUMBER: 12597465 BUSINESS ADDRESS: STREET 1: 1515 WYNKOOP STREET STREET 2: SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 888-991-1114 MAIL ADDRESS: STREET 1: 1515 WYNKOOP STREET STREET 2: SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL HOLDINGS INC DATE OF NAME CHANGE: 20080612 SC 13G/A 1 v302320_sc13ga.htm

 


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2
(Amendment No. 1)*

 

Recovery Energy, Inc.


(Name of Issuer)

 

 

Common Stock, $0.0001 par value per share


(Title of Class of Securities)

 

 

75626X103


(CUSIP Number)

 

 

December 31, 2011


(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)
S 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.

 
 

 

CUSIP No.  75626X103   page 2 of 9

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).

 

     
  1. Names of Reporting Persons

Steven B. Dunn

 

  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 :             United States

 

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power               -0-

 

6. Shared Voting Power                          1,240,098

 

7. Sole Dispositive Power        -0-

 

8. Shared Dispositive Power   1,240,098

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person            1,240,098

 

  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).£

 

  11. Percent of Class Represented by Amount in Row (9) 7.1%

 

  12. Type of Reporting Person (See Instructions)
                                IN

 

 
 

 

CUSIP No.  75626X103   page 3 of 9

 

  1. Names of Reporting Persons

Laura Dunn

 

  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 :             United States

 

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power               -0-

 

6. Shared Voting Power                          1,240,098

 

7. Sole Dispositive Power        -0-

 

8. Shared Dispositive Power   1,240,098

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person            1,240,098

 

  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).£

 

  11. Percent of Class Represented by Amount in Row (9) 7.1%

 

  12. Type of Reporting Person (See Instructions)
                                IN

 

 
 

 

CUSIP No.  75626X103   page 4 of 9

 

     
  1. Names of Reporting Persons

Steven B. Dunn and Laura Dunn Revocable Trust

 

  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 :             California

 

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power               1,066,182

 

6. Shared Voting Power                          -0-

 

7. Sole Dispositive Power        1,066,182

 

8. Shared Dispositive Power   -0-

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person            1,066,182

 

  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).£

 

  11. Percent of Class Represented by Amount in Row (9) 6.1%

 

  12. Type of Reporting Person (See Instructions)
                                OO

 

 
 

 

CUSIP No.  75626X103   page 5 of 9

 

 
Item 1. (a) Name of Issuer:

Recovery Energy, Inc.
  (b) Address of Issuer's Principal Executive Offices:

1515 Wynkoop Street, Suite 200
Denver, CO 80202

 


Item 2. (a)

Name of Person(s) Filing:

Steven B. Dunn;
Laura Dunn; and
Steven B. Dunn and Laura Dunn Revocable Trust (the “Trust”)
(collectively, the “Reporting Persons”)

Steven B. Dunn and Laura Dunn are the trustees of the Trust

  (b) Address of Principal Business Office or, if none, Residence:

16689 Schoenborn Street
North Hills, CA 91343
  (c) Citizenship:

The Trust is organized under the laws of the State of California
Steven D. Dunn and Laura Dunn are citizens of the United States
  (d) Title of Class of Securities:

Common Stock, $0.0001 par value per share
  (e) CUSIP Number:

75626X103

 


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) £  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:  ______________

 

 
 

 

CUSIP No.  75626X103   page 6 of 9

 

Item 4. Ownership.


  (a)

Amount beneficially owned:

All share amounts have been adjusted to reflect a four-for-one reverse stock split of common shares effected by the Issuer on October 19, 2011.

The Trust beneficially owns 1,066,182 shares.

Steven B. Dunn and Laura Dunn each beneficially owns 1,240,098 shares consisting of: (i) the Trust shares reported above; (ii) 86,958 shares owned by Beau 8, LLC; and (iii) 86,958 shares owned by Winston 8, LLC. Steven B. Dunn and Laura Dunn are the trustees of the Trust and also share voting and dispositive power with respect to the shares owned by the LLCs.

In addition to the holdings disclosed above, the Trust holds Common Stock Purchase Warrants, exercisable for $1.50 per share through May 23, 2015 (“Warrants”), to purchase 416,667 shares and 8% Senior Secured Convertible Debentures due February 2014 (“Debentures”) convertible into 470,588 shares. At the Company’s option, interest on the Debentures can be paid in the form of shares. Pursuant to the terms of the Warrants and the Debentures, the Trust does not have the right to exercise any portion of the Warrants or convert any portion of the Debentures to the extent that, after giving effect to such exercise or conversion, the Trust (together with its affiliates) would beneficially own in excess of 4.99% of the number of outstanding shares of common stock of the Issuer (which amount may be increased to up to 9.99% upon not less than 61 days notice from the holder). Accordingly, the Warrants are not currently exercisable and the Debentures are not currently convertible and the Reporting Persons are not deemed to beneficially own such shares.

In addition to the holdings disclosed above, each of the LLCs holds Warrants to purchase 83,333 shares. Pursuant to the terms of the Warrants, each of the LLCs does not have the right to exercise any portion of the Warrants to the extent that, after giving effect to such exercise, such LLC (together with its affiliates) would beneficially own in excess of 4.99% of the number of outstanding shares of common stock of the Issuer (which amount may be increased to up to 9.99% upon not less than 61 days notice from the holder). Accordingly, the warrant is not currently exercisable and Steven B. Dunn and Laura Dunn are not deemed to beneficially own such shares.

  (b)

Percent of class:

Based on information provided by the Issuer that there were 17,476,901 shares outstanding at February 9, 2012, the percentage ownership of each of the Reporting Persons is:

Steven B. Dunn 7.1%
Laura Dunn 7.1%
Trust 6.1%

  (c) Number of shares as to which the person has:
    (i)

Sole power to vote or to direct the vote:

Trust: 1,066,182
Steven B. Dunn: -0-
Laura Dunn: -0-

    (ii)

Shared power to vote or to direct the vote:

Trust: -0-
Steven B. Dunn: 1,240,098
Laura Dunn: 1,240,098

    (iii)

Sole power to dispose or to direct the disposition of:

Trust: 1,066,182
Steven B. Dunn: -0-
Laura Dunn: -0-

    (iv)

Shared power to dispose or to direct the disposition of:

Trust: -0-
Steven B. Dunn: 1,240,098
Laura Dunn: 1,240,098

 

 
 

 

CUSIP No.  75626X103   page 7 of 9

 

 

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 £.
           
Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

   
Item 7.

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

Not applicable.

   
Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 
Item 9. Notice of Dissolution of Group.

Not applicable.
 
Item 10. Certification.
  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.  75626X103   page 8 of 9

 

 

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.

 

 

 

Dated:  February 10, 2012 /s/ Steven B. Dunn
  Steven B. Dunn
   
Dated:  February 10, 2012 /s/ Laura Dunn
  Laura Dunn
   
Dated:  February 10, 2012 STEVEN B. DUNN AND LAURA DUNN
  REVOCABLE TRUST
   
  /s/ Steven B. Dunn
  By:  Steven B. Dunn
  Its:  Trustee
   
  /s/ Laura Dunn
  By:  Laura Dunn
  Its:  Trustee

 

 
 

 

CUSIP No.  75626X103   page 9 of 9

 

Exhibit A

 

AGREEMENT

Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, hereby agrees that only one statement containing the information required by Schedule 13G needs be filed with respect to the ownership by each of the undersigned of the shares of common stock of Recovery Energy, Inc. and that the Schedule 13G to which this Agreement is appended as Exhibit A is to be filed with the Securities and Exchange Commission on behalf of each of the undersigned on or about the date hereof.

EXECUTED as a sealed instrument this 10th day of February 2012.

 

  /s/ Steven B. Dunn
  Steven B. Dunn
   
  /s/ Laura Dunn
  Laura Dunn
   
   
  STEVEN B. DUNN AND LAURA DUNN REVOCABLE TRUST
   
  /s/ Steven B. Dunn
  By:  Steven B. Dunn
  Its:  Trustee
   
  /s/ Laura Dunn
  By:  Laura Dunn
  Its:  Trustee