0000919574-13-002782.txt : 20130418 0000919574-13-002782.hdr.sgml : 20130418 20130418103509 ACCESSION NUMBER: 0000919574-13-002782 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130418 DATE AS OF CHANGE: 20130418 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZaZa Energy Corp CENTRAL INDEX KEY: 0001528393 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 452986089 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86746 FILM NUMBER: 13768473 BUSINESS ADDRESS: STREET 1: 1301 MCKINNEY STREET STREET 2: SUITE 2850 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-595-1900 MAIL ADDRESS: STREET 1: 1301 MCKINNEY STREET STREET 2: SUITE 2850 CITY: HOUSTON STATE: TX ZIP: 77010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Encompass Capital Advisors LLC CENTRAL INDEX KEY: 0001541901 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 646-351-8452 MAIL ADDRESS: STREET 1: 200 PARK AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 SC 13G 1 d1374028_13-g.htm d1374028_13-g.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

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


ZaZa Energy Corporation
(Name of Issuer)


Common Stock, Par Value $0.01 per share
(Title of Class of Securities)

98919T100
(CUSIP Number)


April 10, 2013
(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.
98919T100
 
 
 
 
 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Encompass Capital Advisors 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
 
 
 
 
 
6,069,734
 
 
 
 
7.
SOLE DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED DISPOSITIVE POWER
 
 
 
 
 
6,069,734
 
 
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
6,069,734
 
 
 
 
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)
 
 
 
 
 
5.92%
 
 
 
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO, IA
 

 
 

 


CUSIP No.
98919T100
 
 
 
 
 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Encompass Capital Master Fund L.P.
 
 
 
 
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
 
 
 
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
5.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
6.
SHARED VOTING POWER
 
 
 
 
 
5,956,016
 
 
 
 
7.
SOLE DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED DISPOSITIVE POWER
 
 
 
 
 
5,956,016
 
 
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
5,956,016
 
 
 
 
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)
 
 
 
 
 
5.81%
 
 
 
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 

 
 

 


CUSIP No.
98919T100
 
 
 
 
 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Todd J. Kantor
 
 
 
 
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 of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
5.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
6.
SHARED VOTING POWER
 
 
 
 
 
6,069,734
 
 
 
 
7.
SOLE DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED DISPOSITIVE POWER
 
 
 
 
 
6,069,734
 
 
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
6,069,734
 
 
 
 
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)
 
 
 
 
 
5.92%
 
 
 
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN, HC
 

 
 

 


CUSIP No.
98919T100
 
 

Item 1.
(a).
Name of Issuer:
 
 
 
 
 
 
 
ZaZa Energy Corporation
 

 
(b).
Address of issuer's principal executive offices:
 
       
 
 
1301 McKinney Street, Suite 2850
 
 
 
Houston, Texas 77010
 

Item 2.
(a).
Name of person filing:
 
       
 
 
Encompass Capital Advisors LLC
Encompass Capital Master Fund L.P.
Todd J. Kantor
 

 
(b).
Address or principal business office or, if none, residence:
 
       
 
 
Encompass Capital Advisors LLC
200 Park Avenue
11th Floor
New York, New York 10166
 
Encompass Capital Master Fund L.P.
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman, KY1-9007
Cayman Islands
 
Todd J. Kantor
c/o Encompass Capital Advisors LLC
200 Park Avenue
11th Floor
New York, New York 10166
 

 
(c).
Citizenship:
 
       
 
 
Encompass Capital Advisors LLC – Delaware
 
Encompass Capital Master Fund L.P. – Cayman Islands
 
Todd J. Kantor – United States of America
 

 
(d).
Title of class of securities:
 
 
 
 
 
 
 
Common Stock, Par Value $0.01 per share
 

 
(e).
CUSIP No.:
 
 
 
 
 
 
 
98919T100
 


 
 

 


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:
 
 
 
 
 
Encompass Capital Advisors LLC – 6,069,734
 
Encompass Capital Master Fund L.P. – 5,956,016
 
Todd J. Kantor – 6,069,734

 
(b)
Percent of class:
     
   
Encompass Capital Advisors LLC – 5.92%
Encompass Capital Master Fund L.P. – 5.81%
Todd J. Kantor – 5.92%

 
(c)
Number of shares as to which the person has:
 
 
Encompass Capital Advisors LLC

 
 
(i)
Sole power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(ii)
Shared power to vote or to direct the vote
6,069,734
,
 
 
 
 
 
 
 
(iii)
Sole power to dispose or to direct the disposition of
0
,
 
 
 
 
 
 
 
(iv)
Shared power to dispose or to direct the disposition of
6,069,734
.
 
 
 
 
 


 
 

 


 
 
Encompass Capital Master Fund L.P.

 
 
(i)
Sole power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(ii)
Shared power to vote or to direct the vote
5,956,016
,
 
 
 
 
 
 
 
(iii)
Sole power to dispose or to direct the disposition of
0
,
 
 
 
 
 
 
 
(iv)
Shared power to dispose or to direct the disposition of
5,956,016
.
 
 
 
 
 

 
 
Todd J. Kantor

 
 
(i)
Sole power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(ii)
Shared power to vote or to direct the vote
6,069,734
,
 
 
 
 
 
 
 
(iii)
Sole power to dispose or to direct the disposition of
0
,
 
 
 
 
 
 
 
(iv)
Shared power to dispose or to direct the disposition of
6,069,734
.
 
 
 
 
 

 
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  [_].
 
 
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.
 
 
All securities reported in this Schedule 13G are owned by advisory clients of Encompass Capital Advisors LLC, none of which, other than Encompass Capital Master Fund L.P., owns more than 5% of the class.
 
 

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.


 
April 18, 2013
 
(Date)
 
 
 
Encompass Capital Advisors LLC
 
 
By:  /s/ Todd J. Kantor
By:  Todd J. Kantor
Title:  Managing Member
 
 
 
Encompass Capital Master Fund L.P.
 
 
By:  /s/ Todd J. Kantor
By:  Todd J. Kantor
Title:  Director
 
 
 
Todd J. Kantor
 
By:  /s/ Todd J. Kantor


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 Schedule 13G dated April 18, 2013 relating to the Common Stock, Par Value $0.01 per share, of ZaZa Energy Corporation shall be filed on behalf of the undersigned.


 
 
 
Encompass Capital Advisors LLC
 
 
By:  /s/ Todd J. Kantor
By:  Todd J. Kantor
Title:  Managing Member
 
 
 
Encompass Capital Master Fund L.P.
 
By:  /s/ Todd J. Kantor
By:  Todd J. Kantor
Title:  Director
 
 
 
Todd J. Kantor
 
By:  /s/ Todd J. Kantor






























SK 27208 0001 1374028