UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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Emerald Oil, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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29101U100
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(CUSIP Number)
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December 31, 2013
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
O-CAP Management, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
375,535 shares
Refer to Item4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
375,535 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
375,535 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)
0.57%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Limited Partnership)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
O-CAP GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
375,535 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
375,535 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
375,535 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
0.57%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
O-CAP Advisors, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
22,359 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
22,359 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
22,359 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
0.03%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Michael E. Olshan
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
375,535 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
375,535 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
375,535 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
0.57%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
IN
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Jared S. Sturdivant
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
375,535 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
375,535 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
375,535 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
0.57%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
IN
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Item 1.
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(a)
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Name of Issuer
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Emerald Oil, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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1600 Broadway, Suite 1040
Denver, CO 80202
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Item 2.
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(a)
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Name of Person Filing
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O-CAP Management, L.P.
O-CAP GP, LLC
O-CAP Advisors, LLC
Michael E. Olshan
Jared S. Sturdivant
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(b)
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Address of Principal Business Office or, if none, Residence
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600 Madison Avenue, 14th Floor
New York, NY 10022
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(c)
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Citizenship
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O-CAP Management, L.P. - Delaware
O-CAP GP, LLC - Delaware
O-CAP Advisors, LLC - Delaware
Michael E. Olshan – United States
Jared S. Sturdivant – United States
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(d)
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Title of Class of Securities
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Common Stock, $0.001 par value
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(e)
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CUSIP Number
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29101U100
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Item 3.
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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:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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[ ]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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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);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership***
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(a)
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Amount Beneficially Owned
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O-CAP Management, L.P. – 375,535 shares
O-CAP GP, LLC – 375,535 shares
O-CAP Advisors, LLC – 22,359 shares
Michael E. Olshan – 375,535 shares
Jared S. Sturdivant – 375,535 shares
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(b)
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Percent of Class
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O-CAP Management, L.P. – 0.57%
O-CAP GP, LLC – 0.57%
O-CAP Advisors, LLC – 0.03%
Michael E. Olshan – 0.57%
Jared S. Sturdivant – 0.57%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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O-CAP Management, L.P. - 0 shares
O-CAP GP, LLC - 0 shares
O-CAP Advisors, LLC - 0 shares
Michael E. Olshan - 0 shares
Jared S. Sturdivant - 0 shares
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(ii)
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shared power to vote or to direct the vote
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O-CAP Management, L.P. – 375,535 shares
O-CAP GP, LLC – 375,535 shares
O-CAP Advisors, LLC – 22,359 shares
Michael E. Olshan – 375,535 shares
Jared S. Sturdivant – 375,535 shares
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(iii)
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sole power to dispose or to direct the disposition of
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O-CAP Management, L.P. - 0 shares
O-CAP GP, LLC - 0 shares
O-CAP Advisors, LLC - 0 shares
Michael E. Olshan - 0 shares
Jared S. Sturdivant - 0 shares
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(iv)
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shared power to dispose or to direct the disposition of
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O-CAP Management, L.P. – 375,535 shares
O-CAP GP, LLC – 375,535 shares
O-CAP Advisors, LLC – 22,359 shares
Michael E. Olshan – 375,535 shares
Jared S. Sturdivant – 375,535 shares
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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Exhibits
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Exhibit
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99.1
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Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on January 14, 2013.
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O-CAP MANAGEMENT, L.P.
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By: O-CAP GP, LLC
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its General Partner
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By: /s/ Michael E. Olshan
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Michael E. Olshan, Managing Member
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By: /s/ Jared S. Sturdivant
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Jared S. Sturdivant, Managing Member
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O-CAP GP, LLC
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By: /s/ Michael E. Olshan
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Michael E. Olshan, Managing Member
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By: /s/ Jared S. Sturdivant
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Jared S. Sturdivant, Managing Member
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O-CAP ADVISORS, LLC
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By: /s/ Michael E. Olshan
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Michael E. Olshan, Managing Member
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By: /s/ Jared S. Sturdivant
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Jared S. Sturdivant, Managing Member
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MICHAEL E. OLSHAN
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By: /s/ Michael E. Olshan
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Michael E. Olshan, Individually
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JARED S. STURDIVANT
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By: /s/ Jared S. Sturdivant
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Jared S. Sturdivant, Individually
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