Harvest Natural Resources, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
41754V103
|
(CUSIP Number)
|
October 7, 2016
|
(Date of Event Which Requires Filing of this Statement)
|
o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
1
|
NAME OF REPORTING PERSON
BLR Partners LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
3,415,000
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
3,415,000
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,415,000
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.71%
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BLRPart, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
3,415,000
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
3,415,000
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,415,000
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.71%
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BLRGP Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
3,415,000
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
3,415,000
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,415,000
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.71%
|
||
12
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Fondren Management, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
3,415,000
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
3,415,000
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,415,000
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.71%
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
FMLP Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
3,415,000
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
3,415,000
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,415,000
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.71%
|
||
12
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Bradley L. Radoff
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
4,415,000
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
4,415,000
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,415,000*
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.96%
|
||
12
|
TYPE OF REPORTING PERSON
IN
|
Item 1(a).
|
Name of Issuer:
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a).
|
Name of Person Filing:
|
|
This statement is filed by BLR Partners LP, a Texas limited partnership (“BLR Partners”), BLRPart, LP, a Texas limited partnership (“BLRPart GP”), BLRGP Inc., a Texas S corporation (“BLRGP”), Fondren Management, LP, a Texas limited partnership (“Fondren Management”), FMLP Inc., a Texas S corporation (“FMLP”) and Bradley L. Radoff. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
|
|
BLRPart GP serves as the general partner of BLR Partners. BLRGP serves as the general partner of BLRPart GP. Fondren Management serves as the investment manager of BLR Partners. FMLP serves as the general partner of Fondren Management. Mr. Radoff serves as the sole shareholder and sole director of each of BLRGP and FMLP. By virtue of these relationships, BLRPart GP, BLRGP, Fondren Management, FMLP and Mr. Radoff may be deemed to beneficially own the Shares (as defined below) owned directly by BLR Partners.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
|
The address of the principal office of each of the Reporting Persons is 1177 West Loop South, Suite 1625, Houston, Texas 77027.
|
Item 2(c).
|
Citizenship:
|
Item 2(d).
|
Title of Class of Securities:
|
Item 2(e).
|
CUSIP Number:
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
/x/
|
Not applicable.
|
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
(c)
|
/ /
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
(d)
|
/ /
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
(e)
|
/ /
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
(f)
|
/ /
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
(g)
|
/ /
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
(h)
|
/ /
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
(i)
|
/ /
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
|
|
(j)
|
/ /
|
Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
/ /
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
Item 4.
|
Ownership.
|
|
(a)
|
Amount beneficially owned:
|
|
(i)
|
BLR Partners directly owned 3,415,000 Shares;
|
|
(ii)
|
Each of BLRPart GP, as the general partner of BLR Partners, BLRGP, as the general partner of BLRPart GP, Fondren Management, as the investment manager of BLR Partners, FMLP, as the general partner of Fondren Management, and Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the 3,415,000 Shares owned by BLR Partners; and
|
|
(iii)
|
Mr. Radoff directly owned 1,000,000 Shares, which, together with the 3,415,000 Shares owned by BLR Partners that he may be deemed to beneficially own, constitutes an aggregate of 4,415,000 Shares beneficially owned by Mr. Radoff.
|
|
(b)
|
Percent of class:
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certifications.
|
BLR Partners LP
|
|||
By:
|
BLRPart, LP
General Partner
|
||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRPart, LP
|
|||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRGP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
Fondren Management, LP
|
|||
By:
|
FMLP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
FMLP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
/s/ Bradley L. Radoff
|
|
Bradley L. Radoff
|
BLR Partners LP
|
|||
By:
|
BLRPart, LP
General Partner
|
||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRPart, LP
|
|||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRGP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
Fondren Management, LP
|
|||
By:
|
FMLP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
FMLP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
/s/ Bradley L. Radoff
|
|
Bradley L. Radoff
|