0001493152-17-001293.txt : 20170210 0001493152-17-001293.hdr.sgml : 20170210 20170210100451 ACCESSION NUMBER: 0001493152-17-001293 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Blueknight Energy Partners, L.P. CENTRAL INDEX KEY: 0001392091 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 208536826 STATE OF INCORPORATION: DE FISCAL YEAR END: 0914 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83211 FILM NUMBER: 17590215 BUSINESS ADDRESS: STREET 1: 201 NW 10TH, SUITE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73103 BUSINESS PHONE: (405) 278-6400 MAIL ADDRESS: STREET 1: 201 NW 10TH, SUITE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73103 FORMER COMPANY: FORMER CONFORMED NAME: SemGroup Energy Partners, L.P. DATE OF NAME CHANGE: 20070305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DG Capital Management, LLC CENTRAL INDEX KEY: 0001512716 IRS NUMBER: 208404862 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 460 PARK AVENUE STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-942-5700 MAIL ADDRESS: STREET 1: 460 PARK AVENUE STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 sc13ga.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

Blueknight Energy Partners, L.P.

(Name of Issuer)

 

Common Units

(Title of Class of Securities)

 

09625U109

(CUSIP Number)

 

December 31, 2016

(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. 09625U109

 

1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
  DG Capital Management, 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, United States of America

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5. SOLE VOTING POWER
   
  0
   
6. SHARED VOTING POWER
   
  2,600,520*
   
7. SOLE DISPOSITIVE POWER
   
  0
   
8. SHARED DISPOSITIVE POWER
   
  2,600,520*
   
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,600,520*
   
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)
   
  6.8%*
   
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IA

 

* See footnote in Item 4.

 

   
 

 

CUSIP No. 09625U109

 

1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
  Dov Gertzulin
   
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
   
  2,600,520*
   
7. SOLE DISPOSITIVE POWER
   
  0
   
8. SHARED DISPOSITIVE POWER
   
  2,600,520*
   
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,600,520*
   
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)
   
  6.8%*
   
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

 

* See footnote in Item 4.

 

   
 

 

Item 1. (a). Name of Issuer:
     
    Blueknight Energy Partners, L.P.
     
  (b). Address of issuer’s principal executive offices:
     
    201 NW. 10th, Suite 200
    Oklahoma City, OK 73103
     
Item 2. (a). Name of person filing:
     
    DG Capital Management, LLC
    Dov Gertzulin
     
  (b). Address or principal business office or, if none, residence:
     
   

460 Park Avenue, 22nd Floor

New York, NY 10022

     
  (c). Citizenship:
     
    DG Capital Management, LLC – Delaware, United States of America
    Dov Gertzulin – United States of America
     
  (d). Title of class of securities:
     
    Common Units
     
  (e). CUSIP No.:
     
    09625U109

 

   
 

 

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
   
  N/A
   
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:
     
    DG Capital Management, LLC – 2,600,520*
    Dov Gertzulin – 2,600,520*
     
  (b) Percent of class:
     
    DG Capital Management, LLC – 6.8%*
    Dov Gertzulin – 6.8%*
     
  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote
     
    DG Capital Management, LLC – 0
    Dov Gertzulin – 0
     
  (ii) Shared power to vote or to direct the vote
     
    DG Capital Management, LLC – 2,600,520*
    Dov Gertzulin – 2,600,520*
     
  (iii) Sole power to dispose or to direct the disposition of
     
    DG Capital Management, LLC – 0
    Dov Gertzulin – 0
     
  (iv) Shared power to dispose or to direct the disposition of
     
    DG Capital Management, LLC – 2,600,520*
    Dov Gertzulin – 2,600,520*

 

 

* Shares reported herein are held by private investment funds and separately managed accounts (the “DG Entities”) for which DG Capital Management, LLC serves as the investment manager. Dov Gertzulin serves as the managing member of DG Capital Management, LLC. Each of the DG Entities beneficially owns less than five percent of the shares reported herein. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the DG Entities. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person’s pecuniary interest therein.

 

The aggregate number of Common Units beneficially owned by the Reporting Persons reported herein consists of (a) 2,254,462 Common Units, plus (b) 346,058 Series A Preferred Units, which are convertible into Common Units on a one-for-one basis. The percentage of Common Units beneficially owned by the Reporting Persons reported herein is based on (a) 37,993,177 Common Units issued and outstanding as of October 28, 2016, as disclosed in the Issuer’s Quarterly Report for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on November 2, 2016, plus (b) the issuance of 346,058 Series A Preferred Units by the Issuer to certain DG Entities, which are convertible into Common Units on a one-for-one basis and are exercisable within 60 days of December 31, 2016, together which equals 38,339,235 Common Units.

 

   
 

 

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 [  ].
   
  N/A
   
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.
   
  N/A
   
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 Rule13d-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.
   
  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.

 

Dated: February 10, 2017 DG Capital Management, LLC
     
  By: /s/ Dov Gertzulin
    Dov Gertzulin, Managing Member
     
  Dov Gertzulin
     
  By: /s/ Dov Gertzulin
    Dov Gertzulin, Individually

 

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).

 

   
 

 

 

EX-1 2 ex1.htm

 

Exhibit 1

 

JOINT FILING STATEMENT

PURSUANT TO RULE 13D-1(K)(1)

 

The undersigned hereby consent and agree to the joint filing of Schedule 13G Amendment No. 4 under the Securities Exchange Act of 1934, as amended, with respect to the Common Units, of Blueknight Energy Partners, L.P., together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.

 

This Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.

 

Dated: February 10, 2017

 

  DG Capital Management, LLC
     
  By: /s/ Dov Gertzulin
    Dov Gertzulin, Managing Member
     
  Dov Gertzulin
     
  By: /s/ Dov Gertzulin
    Dov Gertzulin, Individually