0001144204-15-009381.txt : 20150218 0001144204-15-009381.hdr.sgml : 20150216 20150217075710 ACCESSION NUMBER: 0001144204-15-009381 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: ASKLEPIOS ENERGY FUND, LP GROUP MEMBERS: CHILDREN'S ENERGY FUND, LP GROUP MEMBERS: HEPHAESTUS ENERGY FUND, LP GROUP MEMBERS: JOHN V. LOVOI GROUP MEMBERS: LUXIVER, LP GROUP MEMBERS: LVPU, LP GROUP MEMBERS: NAVITAS FUND, LP GROUP MEMBERS: PANAKEIA ENERGY FUND, LP GROUP MEMBERS: TJS ENERGY FUND, LP GROUP MEMBERS: URJA, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lynden Energy Corp. CENTRAL INDEX KEY: 0001622620 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88695 FILM NUMBER: 15617952 BUSINESS ADDRESS: STREET 1: #1200 - 888 DUNSMUIR STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3K4 BUSINESS PHONE: 604 629 2991 MAIL ADDRESS: STREET 1: #1200 - 888 DUNSMUIR STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3K4 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JVL Advisors, L.L.C. CENTRAL INDEX KEY: 0001571902 IRS NUMBER: 030504090 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10,000 MEMORIAL DRIVE STREET 2: SUITE 550 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 713-579-2621 MAIL ADDRESS: STREET 1: 10,000 MEMORIAL DRIVE STREET 2: SUITE 550 CITY: HOUSTON STATE: TX ZIP: 77024 SC 13D 1 v401901_sc13d.htm SC 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Lynden Energy Corp.

(Name of Issuer)

 

Common Stock, no par value

(Title of Class of Securities)

 

551275100

(CUSIP Number)

 

John V. Lovoi

Manager

JVL Advisors, LLC

10000 Memorial Drive, Suite 550

Houston, Texas 77024

(713) 579-2617

 

Copies to:

 

Timothy T. Samson

Thompson & Knight LLP

333 Clay Street, Suite 3300

Houston, TX 77002

(713) 654-8111

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

December 29, 2014

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

*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 disclosures provided in a prior cover page.

 

The information required on 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.  551275100
(1) Names of Reporting Persons
 

 

JVL Advisors, LLC

 

   
(2) Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)

(b) x

(3)

 

SEC Use Only

 

 
(4)

 

Source of Funds (See Instructions)

 

AF
(5)

 

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

¨
(6)

 

Citizenship or Place of Organization

 

Texas, United States  
         

   

 

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With

(7)

 

Sole Voting Power

27,387,600

shares(1)

  (8)

 

Shared Voting Power

0
  (9)

 

Sole Dispositive Power

27,387,600 shares
  (10)

 

Shared Dispositive Power

 0

(11)

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,387,600 shares
(12)

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨
(13)

 

Percent of Class Represented by Amount in Row (11)

 

21.11% (2)
(14)

 

Type of Reporting Person (See Instructions)

 

OO
       

 

(1) JVL Advisors, LLC may be deemed to have voting and dispositive power over the securities owned by Navitas Fund, LP, a Texas limited partnership (“Navitas”), Luxiver, LP, a Delaware limited partnership (“Luxiver”), TJS Energy Fund, LP, a Delaware limited partnership (“TJS”), Hephaestus Energy Fund, LP, a Delaware limited partnership (“Hephaestus”), Asklepios Energy Fund, LP, a Texas limited partnership (“Asklepios”), Panakeia Energy Fund, LP, a Delaware limited partnership (“Panakeia”), URJA, LP, a Delaware limited partnership (“URJA”), Children’s Energy Fund, LP, a Delaware limited partnership (“Children’s”), and LVPU, LP, a Delaware limited partnership (“LVPU” and collectively with Navitas, Luxiver, TJS, Hephaestus, Asklepios, Panakeia, URJA and Children’s, the “Partnerships”); thus, it may also be deemed to be the beneficial owner of these securities. JVL Advisors, LLC disclaims any beneficial ownership of the reported securities beneficially owned by the Partnerships in excess of its pecuniary interest in such securities.

 

(2) The percentages reported in this Schedule 13D are based upon 129,748,411 shares of common stock outstanding as of September 30, 2014 (according to Amendment No. 2 to the Form 10 filed by the issuer with the Securities and Exchange Commission on February 10, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D are, subject to the prior sentence, as of December 29, 2014.

  

 
 

CUSIP No.  551275100
(1)  Names of Reporting Persons
  John V. Lovoi    
(2)  Check the Appropriate Box if a Member of a Group (See Instructions) (a)
(b) x
(3)  SEC Use Only  
(4)  Source of Funds (See Instructions) AF
(5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
(6)  Citizenship or Place of Organization Texas, United States  
         

   

 

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With

(7)  Sole Voting Power 27,387,600
shares(1)
  (8)  Shared Voting Power 0
  (9)  Sole Dispositive Power 27,387,600 shares
  (10)  Shared Dispositive Power  0

(11)  Aggregate Amount Beneficially Owned by Each Reporting Person 27,387,600 shares
(12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
(13)  Percent of Class Represented by Amount in Row (11) 21.11% (2)
(14)  Type of Reporting Person (See Instructions) IN
     

 

(1) John V. Lovoi may be deemed to have voting and dispositive power over the securities owned by Navitas Fund, LP, a Texas limited partnership (“Navitas”), Luxiver, LP, a Delaware limited partnership (“Luxiver”), TJS Energy Fund, LP, a Delaware limited partnership (“TJS”), Hephaestus Energy Fund, LP, a Delaware limited partnership (“Hephaestus”), Asklepios Energy Fund, LP, a Texas limited partnership (“Asklepios”), Panakeia Energy Fund, LP, a Delaware limited partnership (“Panakeia”), URJA, LP, a Delaware limited partnership (“URJA”), Children’s Energy Fund, LP, a Delaware limited partnership (“Children’s”), and LVPU, LP, a Delaware limited partnership (“LVPU” and collectively with Navitas, Luxiver, TJS, Hephaestus, Asklepios, Panakeia, URJA and Children’s, the “Partnerships”); thus, he may also be deemed to be the beneficial owner of these securities. John V. Lovoi disclaims any beneficial ownership of the reported securities beneficially owned by the Partnerships in excess of his pecuniary interest in such securities.

 

(2) The percentages reported in this Schedule 13D are based upon 129,748,411 shares of common stock outstanding as of September 30, 2014 (according to Amendment No. 2 to the Form 10 filed by the issuer with the Securities and Exchange Commission on February 10, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D are, subject to the prior sentence, as of December 29, 2014.

 

 
 

 

CUSIP No.  551275100
(1) Names of Reporting Persons
  Navitas Fund, LP    
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)
(b) x
(3) SEC Use Only  
(4) Source of Funds (See Instructions) WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
(6) Citizenship or Place of Organization Texas, United States  
       

   

 

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With

(7) Sole Voting Power 7,074,349 shares
  (8) Shared Voting Power 0
  (9) Sole Dispositive Power 7,074,349 shares
  (10) Shared Dispositive Power 0

(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,074,349 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
(13) Percent of Class Represented by Amount in Row (11) 5.45% (1)
(14) Type of Reporting Person (See Instructions) PN
       

 

(1) The percentages reported in this Schedule 13D are based upon 129,748,411 shares of common stock outstanding as of September 30, 2014 (according to Amendment No. 2 to the Form 10 filed by the issuer with the Securities and Exchange Commission on February 10, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D are, subject to the prior sentence, as of December 29, 2014.

  

 
 

 

CUSIP No.  551275100
(1) Names of Reporting Persons
  Luxiver, LP    
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)
(b) x
(3) SEC Use Only  
(4) Source of Funds (See Instructions) WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
(6) Citizenship or Place of Organization Delaware, United States  
         

   

 

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With

(7) Sole Voting Power 11,099,548 shares
  (8) Shared Voting Power 0
  (9) Sole Dispositive Power 11,099,548 shares
  (10) Shared Dispositive Power 0

(11) Aggregate Amount Beneficially Owned by Each Reporting Person 11,099,548 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
(13) Percent of Class Represented by Amount in Row (11) 8.56% (1)
(14) Type of Reporting Person (See Instructions) PN
       

 

(1) The percentages reported in this Schedule 13D are based upon 129,748,411 shares of common stock outstanding as of September 30, 2014 (according to Amendment No. 2 to the Form 10 filed by the issuer with the Securities and Exchange Commission on February 10, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D are, subject to the prior sentence, as of December 29, 2014.

 

 
 

 

CUSIP No.  551275100
(1) Names of Reporting Persons
  TJS Energy Fund, LP    
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)
(b) x
(3) SEC Use Only  
(4) Source of Funds (See Instructions) WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
(6) Citizenship or Place of Organization Delaware, United States  
         

   

 

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With

(7) Sole Voting Power 336,658 shares
  (8) Shared Voting Power 0
  (9) Sole Dispositive Power 336,658 shares
  (10) Shared Dispositive Power 0

(11) Aggregate Amount Beneficially Owned by Each Reporting Person 336,658 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
(13) Percent of Class Represented by Amount in Row (11) 0.26% (1)
(14) Type of Reporting Person (See Instructions) PN
       

 

(1) The percentages reported in this Schedule 13D are based upon 129,748,411 shares of common stock outstanding as of September 30, 2014 (according to Amendment No. 2 to the Form 10 filed by the issuer with the Securities and Exchange Commission on February 10, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D are, subject to the prior sentence, as of December 29, 2014.

 

 
 

 

CUSIP No.  551275100
(1) Names of Reporting Persons
  Hephaestus Energy Fund, LP    
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)
(b) x
(3) SEC Use Only  
(4) Source of Funds (See Instructions) WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
(6) Citizenship or Place of Organization Delaware, United States  
         

   

 

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With

(7) Sole Voting Power 4,597,822 shares
  (8) Shared Voting Power 0
  (9) Sole Dispositive Power 4,597,822 shares
  (10) Shared Dispositive Power 0

(11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,597,822 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
(13) Percent of Class Represented by Amount in Row (11) 3.54% (1)
(14) Type of Reporting Person (See Instructions) PN
       

 

(1) The percentages reported in this Schedule 13D are based upon 129,748,411 shares of common stock outstanding as of September 30, 2014 (according to Amendment No. 2 to the Form 10 filed by the issuer with the Securities and Exchange Commission on February 10, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D are, subject to the prior sentence, as of December 29, 2014.

 

 
 

 

CUSIP No.  551275100
(1) Names of Reporting Persons
  Asklepios Energy Fund, LP    
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)
(b) x
(3) SEC Use Only  
(4) Source of Funds (See Instructions) WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
(6) Citizenship or Place of Organization Texas, United States  
         

   

 

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With

(7) Sole Voting Power 1,630,627 shares
  (8) Shared Voting Power 0
  (9) Sole Dispositive Power 1,630,627 shares
  (10) Shared Dispositive Power 0

(11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,630,627 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
(13) Percent of Class Represented by Amount in Row (11) 1.26% (1)
(14) Type of Reporting Person (See Instructions) PN
       

 

(1) The percentages reported in this Schedule 13D are based upon 129,748,411 shares of common stock outstanding as of September 30, 2014 (according to Amendment No. 2 to the Form 10 filed by the issuer with the Securities and Exchange Commission on February 10, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D are, subject to the prior sentence, as of December 29, 2014.

 

 
 

 

CUSIP No.  551275100
(1) Names of Reporting Persons
  Panakeia Energy Fund, LP    
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)
(b) x
(3) SEC Use Only  
(4) Source of Funds (See Instructions) WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
(6) Citizenship or Place of Organization Delaware, United States  
         

   

 

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With

(7) Sole Voting Power 1,884,574 shares
  (8) Shared Voting Power 0
  (9) Sole Dispositive Power 1,884,574 shares
  (10) Shared Dispositive Power 0

(11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,884,574 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
(13) Percent of Class Represented by Amount in Row (11) 1.45% (1)
(14) Type of Reporting Person (See Instructions) PN
       

 

(1) The percentages reported in this Schedule 13D are based upon 129,748,411 shares of common stock outstanding as of September 30, 2014 (according to Amendment No. 2 to the Form 10 filed by the issuer with the Securities and Exchange Commission on February 10, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D are, subject to the prior sentence, as of December 29, 2014.

 

 
 

 

CUSIP No.  551275100
(1) Names of Reporting Persons
  URJA, LP    
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)
(b) x
(3) SEC Use Only  
(4) Source of Funds (See Instructions) WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
(6) Citizenship or Place of Organization Delaware, United States  
         

   

 

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With

(7) Sole Voting Power 414,973 shares
  (8) Shared Voting Power 0
  (9) Sole Dispositive Power 414,973 shares
  (10) Shared Dispositive Power 0

(11) Aggregate Amount Beneficially Owned by Each Reporting Person 414,973 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
(13) Percent of Class Represented by Amount in Row (11) 0.32% (1)
(14) Type of Reporting Person (See Instructions) PN
       

 

(1) The percentages reported in this Schedule 13D are based upon 129,748,411 shares of common stock outstanding as of September 30, 2014 (according to Amendment No. 2 to the Form 10 filed by the issuer with the Securities and Exchange Commission on February 10, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D are, subject to the prior sentence, as of December 29, 2014.

 

 
 

 

CUSIP No.  551275100
(1) Names of Reporting Persons
  Children’s Energy Fund, LP    
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)
(b) x
(3) SEC Use Only  
(4) Source of Funds (See Instructions) WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
(6) Citizenship or Place of Organization Delaware, United States  
         

   

 

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With

(7) Sole Voting Power 235,301 shares
  (8) Shared Voting Power 0
  (9) Sole Dispositive Power 235,301 shares
  (10) Shared Dispositive Power 0

(11) Aggregate Amount Beneficially Owned by Each Reporting Person 235,301 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
(13) Percent of Class Represented by Amount in Row (11) .18% (1)
(14) Type of Reporting Person (See Instructions) PN
       

 

(1) The percentages reported in this Schedule 13D are based upon 129,748,411 shares of common stock outstanding as of September 30, 2014 (according to Amendment No. 2 to the Form 10 filed by the issuer with the Securities and Exchange Commission on February 10, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D are, subject to the prior sentence, as of December 29, 2014.

 

 
 

 

CUSIP No.  551275100
(1) Names of Reporting Persons
  LVPU, LP    
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)
(b) x
(3) SEC Use Only  
(4) Source of Funds (See Instructions) WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
(6) Citizenship or Place of Organization Delaware, United States  
         

   

 

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With

(7) Sole Voting Power 113,748 shares
  (8) Shared Voting Power 0
  (9) Sole Dispositive Power 113,748 shares
  (10) Shared Dispositive Power 0

(11) Aggregate Amount Beneficially Owned by Each Reporting Person 113,748 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
(13) Percent of Class Represented by Amount in Row (11) 0.09% (1)
(14) Type of Reporting Person (See Instructions) PN
       

 

(1) The percentages reported in this Schedule 13D are based upon 129,748,411 shares of common stock outstanding as of September 30, 2014 (according to Amendment No. 2 to the Form 10 filed by the issuer with the Securities and Exchange Commission on February 10, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D are, subject to the prior sentence, as of December 29, 2014.

 

 
 

 

Item 1. Security and Issuer.

 

This Schedule 13D relates to the shares of common stock, no par value (the “Shares”), of Lynden Energy Corp., a British Columbia, Canada corporation (the “Issuer”), whose principal executive offices are located at 888 Dunsmuir Street, Suite 1200, Vancouver, British Columbia.

 

Item 2. Identity and Background.

 

(a)          Pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities and Exchange Act of 1934, as amended (the “Act”), this Schedule 13D is being jointly filed by the following persons:

 

(i)JVL Advisors, LLC, a Texas limited liability company (“JVL”);
(ii)John V. Lovoi, an individual residing in the State of Texas (“Mr. Lovoi” and collectively with JVL, the “JVL Parties”);
(iii)Navitas Fund, LP, a Texas limited partnership (“Navitas”);
(iv)Luxiver, LP, a Delaware limited partnership (“Luxiver”);
(v)TJS Energy Fund, LP, a Delaware limited partnership (“TJS”);
(vi)Hephaestus Energy Fund, LP, a Delaware limited partnership (“Hephaestus”);
(vii)Asklepios Energy Fund, LP, a Texas limited partnership (“Asklepios”);
(viii)Panakeia Energy Fund, LP, a Delaware limited partnership (“Panakeia”);
(ix)URJA, LP, a Delaware limited partnership (“URJA”);
(x)Children’s Energy Fund, a Delaware limited partnership (“Children’s”);
(xi)LVPU, LP, a Delaware limited partnership (“LVPU”).

 

Navitas, Luxiver, TJS, Hephaestus, Asklepios, Panakeia, URJA, Children’s and LVPU are sometimes referred to collectively herein as the “Partnerships” and individually as a “Partnership.” The JVL Parties and the Partnerships are referred to collectively herein as the “Reporting Persons” and individually as a “Reporting Person.”

 

Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13D. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this Schedule 13D shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D held by any other person.

 

Certain information required by this Item 2 concerning the general partners of certain of the Reporting Persons and the controlling persons of such general partners is set forth on Schedule A hereto, which is incorporated herein by reference.

 

(b)          The business address of each of the Reporting Persons is 10000 Memorial Dr., Suite 550, Houston, Texas 77024.

 

(c)          The principal business activities of each Partnership consist of private investment in oil and gas related opportunities. The principal business of JVL is serving as an investment manager and a controlling person of various investment funds, including each of the Partnerships. The principal occupation of Mr. Lovoi is acting as the sole member and manager of JVL.

 

(d)          None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)          None 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 and as a result of such proceeding was or is 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.

 

 
 

 

(f)          JVL is a Texas limited liability company; Mr. Lovoi is a citizen of the United States of America; Navitas is a Texas limited partnership; Luxiver is a Delaware limited partnership; TJS is a Delaware limited partnership; Hephaestus is a Delaware limited partnership; Asklepios is a Texas limited partnership; Panakeia is a Delaware limited partnership; URJA is a Delaware limited partnership; Children’s is a Delaware limited partnership; LVPU is a Delaware limited partnership.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

All of the funds used to purchase the Shares reported in this Schedule 13D came from the working capital of the Partnerships. The Partnerships expended a total of approximately $15,656,809.00 in the aggregate to acquire the Shares reported herein.

 

Item 4. Purpose of Transaction.

 

The Partnerships originally acquired the Shares reported herein for investment in the ordinary course of business. The JVL Parties believed that the Shares were substantially undervalued from a long-term perspective and represented an attractive investment opportunity. The JVL Parties have, from time to time, communicated with the chairman of the board of directors and executive management of the Issuer regarding, among other things, the Issuer’s business, assets, and strategic alternatives and direction.

 

Except as set forth herein or as would occur upon completion of any of the actions discussed herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The JVL Parties intend to review the Partnerships’ investment in the Issuer on a continuing basis and may engage in discussions with the board of directors, management, other stockholders of the Issuer and other relevant parties concerning the matters described herein, and may take other steps seeking to bring about changes to increase stockholder value.

 

Depending on various factors (including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions referenced above, actions taken by the board of directors, price levels of the Shares, other investment opportunities available to the Reporting Persons, and conditions in the securities market and general economic and industry conditions), the JVL Parties may in the future take such actions with respect to the Partnerships’ investment in the Issuer as they deem appropriate. These actions may include, among others, purchasing additional Shares, other equity, debt, notes, instruments or other securities of the Issuer, or derivatives thereof (collectively, “Securities”), disposing of any or all of the Securities of the Issuer, in the open market or otherwise, at any time and from time to time, engaging in any hedging or similar transactions with respect to the Securities, and making proposals to the Issuer concerning changes to the business, operations, management, capitalization, ownership structure, board structure (including board composition), strategy and future plans of the Issuer, and if necessary, taking actions to change the composition of the board of directors and management.

 

The Reporting Persons also reserve the right to take actions that would result in an extraordinary corporate transaction (such as a merger, reorganization or liquidation of the Issuer or any of its subsidiaries), a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, or any other material change in the Issuer’s business or corporate structure. The Reporting Persons further reserve the right to change their intention with respect to any and all matters referred to in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

(a)          The aggregate number and percentage of Shares to which this Schedule 13D relates is 27,387,600, constituting approximately 21.11% of the Issuer's currently outstanding common stock. The aggregate number and percentage of Shares reported herein are based upon the 129,748,411 shares of common stock outstanding as of September 30, 2014 (according to Amendment No. 2 to the Form 10 filed by the issuer with the Securities and Exchange Commission on February 10, 2015). The information provided in the cover pages with respect to the beneficial ownership of each of the Reporting Persons is incorporated herein by reference.

 

 
 

 

(b)          As of the date hereof, the Reporting Persons have, or may be deemed to have, the sole power to vote or to direct the vote, to dispose or to direct the disposition of, the number of Shares set forth below opposite such Reporting Person’s name. The information provided in the cover pages with respect to the beneficial ownership of each of the Reporting Persons is incorporated herein by reference.

 

Reporting Person  Number of Shares 
JVL   27,387,600 
Mr. Lovoi   27,387,600 
Navitas   7,074,349 
Luxiver   11,099,548 
TJS   336,658 
Hephaestus   4,597,822 
Asklepios   1,630,627 
Panakeia   1,884,574 
URJA   414,973 
Children’s   235,301 
LVPU   113,748 

 

(c)          Except as set forth below, there have been no reportable transactions with respect to the Shares by the Reporting Persons during the past 60 days.

 

Identity of Reporting
Person Effecting
Transaction:
  Date of
Transaction:
  Amount of
Securities
Involved:
   Average Price
Per Share:
   Type of Transaction  Where and How
Transaction
Effected:
Luxiver  12/15/2014   98,592   $0.46   Purchase  Broker – Open Market
Hephaestus  12/15/2014   146,430   $0.46   Purchase  Broker – Open Market
TJS  12/15/2014   5,929   $0.46   Purchase  Broker – Open Market
Children's  12/15/2014   235,301   $0.46   Purchase  Broker – Open Market
LVPU  12/15/2014   113,748   $0.46   Purchase  Broker – Open Market

 

(d)        No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

 

(e)        Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated herein by reference.

 

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 1 hereto and is incorporated herein by reference.

 

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

 
 

 

Item 7. Material to Be Filed as Exhibits.

 

Exhibit 1.1 Joint Filing Agreement dated February 17, 2015.

 

 
 

 

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.

 

Date:       February 17, 2015

 

JVL ADVISORS, LLC  
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
/s/ John V. Lovoi  
John V. Lovoi  
   
NAVITAS FUND, LP  
   
By: JVL Partners, L.P., a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
LUXIVER, LP  
   
By: LB Luxiver GP, LP, a Texas limited partnership, its General Partner
By: LB Luxiver, LLC, a Texas limited liability company, its General Partner
By: Lobo Baya, LLC, a Texas limited liability company, its sole Member
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
TJS ENERGY FUND, LP  
   
By: TJS Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: TJS GP, LLC, a Texas limited liability company, its General Partner
By: JVL Advisors, LLC, its sole Member
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
HEPHAESTUS ENERGY FUND, LP  
   
By: Hephaestus Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: HEF GP, LLC, a Texas limited liability company, its General Partner
By: JVL Advisors, LLC, its sole Member

 

 
 

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
ASKLEPIOS ENERGY FUND, LP  
   
By: Asklepios Energy GP, LP, a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

PANAKEIA ENERGY FUND, LP  
   
By: Panakeia Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: PEF GP, LLC, a Texas limited liability company, its General Partner
By: JVL Advisors, LLC, its sole Member
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
URJA, LP  
   
By: URJA GP, LP, a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
CHILDREN’S ENERGY FUND, LP  
   
By: Children’s Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
LVPU, LP  
   
By: LVPU GP, LP, a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

 
 

 

Schedule A

 

The general partner of Navitas Fund, LP is JVL Partners, L.P. The general partner of JVL Partners, L.P. is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Shares, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.

 

The general partner of Luxiver, LP is LB Luxiver GP, LP. The general partner of LB Luxiver GP, LP is LB Luxiver, LLC. The sole managing member of LB Luxiver, LLC is Lobo Baya, LLC. The following individuals are the managing members of Lobo Baya, LLC: John V. Lovoi, Paul B. Loyd, Jr., Michael Raleigh, Norbert Csaszar, Kelly Loyd and Derek Michaelis. Such individuals expressly disclaim any beneficial ownership in the Shares, except to the extent of their pecuniary interests therein. The business address of such individuals is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.

 

The general partner of TJS Energy Fund, LP is TJS Energy Fund GP, LP. The general partner of TJS Energy Fund GP, LP is TJS GP, LLC. The sole member and manager of TJS GP, LLC is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Shares, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.

 

The general partner of Hephaestus Energy Fund, LP is Hephaestus Energy Fund GP, LP. The general partner of Hephaestus Energy Fund GP, LP is HEF GP, LLC. The sole member and manager of HEF GP, LLC is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Shares, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.

 

The general partner of Asklepios Energy Fund, LP is Asklepios Energy Fund GP, LP. The general partner of Asklepios Energy Fund GP, LP is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Shares, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.

 

The general partner of Panakeia Energy Fund, LP is Panakeia Energy Fund GP, LP. The general partner of Panakeia Energy Fund GP, LP is PEF GP, LLC. The sole member and manager of PEF GP, LLC is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Shares, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.

 

The general partner of URJA, LP is URJA GP, LP. The general partner of URJA GP, LP is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Shares, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.

 

The general partner of Children’s Energy Fund, LP is Children’s Energy Fund GP, LP. The general partner of Children’s Energy Fund GP, LP is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Shares, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.

 

The general partner of LVPU, LP is LVPU GP, LP. The general partner of LVPU GP, LP is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Shares, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.

 

 
 

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value of LYNDEN ENERGY CORP. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Agreement on the date set forth below.

 

Date: February 17, 2015

 

JVL ADVISORS, LLC  
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
/s/ John V. Lovoi  
John V. Lovoi  
   
NAVITAS FUND, LP  
   
By: JVL Partners, L.P., a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
LUXIVER, LP  
   
By: LB Luxiver GP, LP, a Texas limited partnership, its General Partner
By: LB Luxiver, LLC, a Texas limited liability company, its General Partner
By: Lobo Baya, LLC, a Texas limited liability company, its sole Member
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
TJS ENERGY FUND, LP  
   
By: TJS Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: TJS GP, LLC, a Texas limited liability company, its General Partner
By: JVL Advisors, LLC, its sole Member
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

 
 

 

HEPHAESTUS ENERGY FUND, LP  
   
By: Hephaestus Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: HEF GP, LLC, a Texas limited liability company, its General Partner
By: JVL Advisors, LLC, its sole Member
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
ASKLEPIOS ENERGY FUND, LP  
   
By: Asklepios Energy GP, LP, a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
PANAKEIA ENERGY FUND, LP  
   
By: Panakeia Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: PEF GP, LLC, a Texas limited liability company, its General Partner
By: JVL Advisors, LLC, its sole Member
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
URJA, LP  
   
By: URJA GP, LP, a Texas limited partnership, its General Partner  
By: JVL Advisors, LLC, its General Partner  
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
CHILDREN’S ENERGY FUND, LP  
   
By: Children’s Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner  
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

 
 

 

LVPU, LP

 
   
By: LVPU GP, LP, a Texas limited partnership, its General Partner  
By: JVL Advisors, LLC, its General Partner  
   
By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager