Deep Down, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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24372A107
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(CUSIP Number)
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December 31, 2010
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 24372A107 |
13G
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1)
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NAMES OF REPORTING PERSONS
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Flotation Investor, LLC
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2) |
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) |
SEC USE ONLY
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4) |
CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5) SOLE VOTING POWER
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17,411,034
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SHARES
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BENEFICIALLY
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6) SHARED VOTING POWER
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-0-
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OWNED BY
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EACH
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7) SOLE DISPOSITIVE POWER
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17,411,034
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REPORTING
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PERSON WITH
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8) SHARED DISPOSITIVE POWER
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-0-
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9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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17,411,034
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10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Approximately 8.5%
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12)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Item 1(a).
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Name of Issuer:
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Deep Down, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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8827 W. Sam Houston Pkwy N., Suite 100
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Houston, Texas 77040
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Item 2(a).
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Name of Person Filing:
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This Schedule is being filed by Flotation Investor, LLC with respect to 20,000,000 shares of Common Stock acquired on December 31, 2010. As of December 31, 2011, Flotation Investor, LLC beneficially owned 17,411,034 shares of Common Stock. The members of the reporting person are certain private equity funds whose general partners or managers, as the case may be, are affiliates of York Capital Management Global Advisors, LLC.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The principal business office address of Flotation Investor, LLC is:
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Flotation Investor, LLC
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c/o York Capital Management | ||
767 Fifth Avenue, 17th Floor
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New York, New York 10153
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Attn: Investment Counsel
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Item 2(c).
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Citizenship:
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The place of organization of Flotation Investor, LLC is Delaware.
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Item 2(d).
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Title of Class of Securities: Common Stock, par value $0.001 per share
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Item 2(e).
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CUSIP Number:
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24372A107
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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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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¨ 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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¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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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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¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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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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¨ 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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¨ 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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¨ 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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¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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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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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a) Amount beneficially owned:
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17,411,034 | |||
(b) Percent of class:
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8.5 | % | ||
(c) Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote
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17,411,034 | |||
(ii) Shared power to vote or to direct the vote
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-0- | |||
(iii) Sole power to dispose or to direct the disposition of
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17,411,034 | |||
(iv) Shared power to dispose or to direct the disposition of
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-0- |
Item 5.
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Ownership of Five Percent or Less of a Class.
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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 ¨.
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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 or Control Person.
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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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FLOTATION INVESTOR, LLC
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By:
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/s/ Zalmie Jacobs
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Zalmie Jacobs
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Manager |