CUSIP No. 64881E 109 | 13D | Page 2 of 11 Pages |
1.
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NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dikran Tourian
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6.
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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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7.
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SOLE VOTING POWER
665,939
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
665,939
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
665,939
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
7.4%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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CUSIP No. 64881E 109 | 13D | Page 3 of 11 Pages |
1.
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NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 80-0623108
Signature Investments, LLC
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||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
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||
3.
|
SEC USE ONLY
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||
4.
|
SOURCE OF FUNDS
OO
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||
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
665,939
|
|
8.
|
SHARED VOTING POWER
0
|
||
9.
|
SOLE DISPOSITIVE POWER
665,939
|
||
10.
|
SHARED DISPOSITIVE POWER
0
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
665,939
|
||
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
7.4%
|
||
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
|
CUSIP No. 64881E 109 | 13D | Page 4 of 11 Pages |
(a)
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This Schedule 13D is filed by Mr. Tourian and Signature. Mr. Tourian is the sole member and manager of Signature, and as such may be deemed to have the sole power to vote and dispose of the Common Units of the Partnership directly owned by Signature. No person other than Mr. Tourian controls or serves as a manager or officer of Signature.
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(b)
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The principal business address of the Reporting Persons is 14001 McAuley Boulevard, Suite 170, Oklahoma City, Oklahoma 73134.
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(c)
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Mr. Tourian is the president of MidCentral Energy Services, LLC, an Oklahoma limited liability company (“MidCentral”), and MCE GP, LLC, a Delaware limited liability company (“MCE GP”), both of which are newly acquired subsidiaries of the Partnership. MCE GP serves as the general partner of MCE, LP, another newly acquired subsidiary of the Partnership, which is a holding company for MidCentral. MidCentral’s principal business is oilfield services. The principal business address of MidCentral is 727 N. Morgan Road, Oklahoma City, Oklahoma 73127. Signature’s principal business is the acquisition, ownership and disposition of investments in other entities and purposes incidental to such matters.
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(d)
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Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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CUSIP No. 64881E 109 | 13D | Page 5 of 11 Pages |
(e)
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Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in either Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Mr. Tourian is a citizen of the United States of America.
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(a)
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The Contribution Agreement entitles the MCE Owners, including Signature, to receive additional Common Units in the second quarter of 2015 based on a specified multiple of the annualized earnings before interest, taxes, depreciation and amortization of MCE, LP for the trailing nine-month period ended March 31, 2015, less certain adjustments as set forth in the Contribution Agreement, and subject to a $120 million cap on the aggregate value of the Common Units deliverable to the MCE Owners pursuant to this earn-out provision. In addition, the Reporting Persons hereby incorporate into this Item 4(a) the information set forth in Item 6 of this Schedule 13D with respect to (i) the possible future reset of Signature’s Class B units in MCE, LP in exchange for Common Units and (ii) the possible future issuance of Common Units to Signature in connection with the Partnership’s exercise of its option to acquire MidCentral Completion through MCE, LP. Finally, the Reporting Persons may make additional purchases of Common Units either in the open market or in private transactions depending on their business, prospects and financial condition, the market for the Common Units, general economic conditions, stock market conditions and other future developments. The Partnership also may grant restricted units, unit appreciation rights, unit options, phantom units, unit awards, substitute awards, other unit-based awards, cash awards, performance awards and distribution equivalent rights to employees, officers, consultants and directors of the Partnership and any of its affiliates, including Mr. Tourian, pursuant to the Partnership’s long-term incentive plan (the “LTIP”) adopted by New Source Energy GP, LLC, the general partner of the Partnership (the “General Partner”). The Partnership may acquire Common Units to issue pursuant to the LTIP on the open market or otherwise.
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CUSIP No. 64881E 109 | 13D | Page 6 of 11 Pages |
(b)
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None.
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(c)
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None.
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(d)
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Pursuant to a Director Designation Agreement (the “Director Designation Agreement”) entered into by and among the Partnership, the General Partner, Signature and Deylau, LLC (“Deylau”) concurrently with the Contribution Agreement, Deylau, in its capacity as the controlling member of the General Partner, agreed to expand the size of the Board of Directors of the General Partner (the “Board”) from six to seven directors and to appoint an individual designated by Signature and Deylau to the Board. Pursuant to the Director Designation Agreement, the Partnership, the General Partner, Signature and Deylau agreed that the initial designated director nominee shall be Mr. Tourian. Kristian B. Kos, the President and Chief Executive Officer of the General Partner (“Mr. Kos”), owns 100% of the ownership interest in Deylau. Apart from the foregoing, the Reporting Persons have no current intention of changing the present Board or management of the General Partner.
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(e)
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The Board may cause the Partnership to change its cash distribution policy or its capitalization, through the issuance of debt or equity securities, from time to time in the future. The Reporting Persons, however, have no current intention of changing the present capitalization or cash distribution policy of the issuer.
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(f)
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None.
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(g)
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None.
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(h)
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None.
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(i)
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None.
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(j)
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Except as described in this Item 4, the Reporting Persons do not have, as of the date of this Schedule 13D, any other plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell the Common Units reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Partnership, anticipated future developments concerning the Partnership, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Partnership in the open market, in privately negotiated transactions (which may be with the Partnership or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Partnership or to change their intention with respect to any or all of the matters referred to in this Item 4.
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CUSIP No. 64881E 109 | 13D | Page 7 of 11 Pages |
(a)
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As of the date of this Schedule 13D, the Reporting Persons are the beneficial owners of 665,939 Common Units, which constitutes 7.4% of the outstanding Common Units. The beneficial ownership percentage of the Reporting Persons is calculated based on 9,034,810 Common Units outstanding as of November 14, 2013, as reported in the Partnership’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on that date.
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(b)
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Signature has sole voting and dispositive power with respect to all of the 665,939 Common Units beneficially owned by it. Mr. Tourian is the sole member and manager of Signature, and as such may be deemed to have sole voting and dispositive power with respect to all of the 665,939 Common Units held by Signature.
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(c)
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Apart from the acquisition of the Common Units described in Item 3 of this Schedule 13D, the Reporting Persons have not effectuated any transactions in the Common Units within the past 60 days.
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(d)
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The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the Common Units reported in this Schedule 13D. Except for the foregoing, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Persons.
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(e)
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Not applicable.
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CUSIP No. 64881E 109 | 13D | Page 8 of 11 Pages |
CUSIP No. 64881E 109 | 13D | Page 9 of 11 Pages |
Exhibit A
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Joint Filing Agreement dated November 22, 2013, between the Reporting Persons.
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Exhibit B
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Contribution Agreement dated as of November 12, 2013, by and among the Partnership, Mr. Kos, Deylau, the Reporting Persons, Danny R. Pickelsimer, Antranik Armoudian and MCE, LLC (incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2013).
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Exhibit C
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Registration Rights Agreement dated as of November 12, 2013, by and among the Partnership, Mr. Kos, Deylau, the Reporting Persons, Danny R. Pickelsimer and Antranik Armoudian (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2013).
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Exhibit D
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Option Agreement dated as of November 12, 2013, by and among the Partnership, Mr. Kos and the Reporting Persons (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2013).
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Exhibit E
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Amended and Restated Agreement of Limited Partnership of MCE, LP dated as of November 12, 2013 (incorporated by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2013).
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Exhibit F
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Director Designation Agreement dated as of November 12, 2013, by and among the Partnership, the General Partner, Deylau and Signature (incorporated by reference to Exhibit 10.3 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2013).
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CUSIP No. 64881E 109 | 13D | Page 10 of 11 Pages |
Date: November 22, 2013
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/s/ Dikran Tourian | |
Dikran Tourian
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SIGNATURE INVESTMENTS, LLC,
an Oklahoma limited liability company
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By:
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/s/ Dikran Tourian | |
Dikran Tourian, Manager
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CUSIP No. 64881E 109 | 13D | Page 11 of 11 Pages |
Date: November 22, 2013
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/s/ Dikran Tourian | |
Dikran Tourian
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SIGNATURE INVESTMENTS, LLC,
an Oklahoma limited liability company
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By:
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/s/ Dikran Tourian | |
Dikran Tourian, Manager
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