0001214659-20-001084.txt : 20200207 0001214659-20-001084.hdr.sgml : 20200207 20200207171216 ACCESSION NUMBER: 0001214659-20-001084 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200207 DATE AS OF CHANGE: 20200207 GROUP MEMBERS: MANGROVE PARTNERS GROUP MEMBERS: NATHANIEL AUGUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Green Plains Inc. CENTRAL INDEX KEY: 0001309402 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 841652107 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81560 FILM NUMBER: 20588363 BUSINESS ADDRESS: STREET 1: 1811 AKSARBEN DRIVE CITY: OMAHA STATE: NE ZIP: 68106 BUSINESS PHONE: 402-884-8700 MAIL ADDRESS: STREET 1: 1811 AKSARBEN DRIVE CITY: OMAHA STATE: NE ZIP: 68106 FORMER COMPANY: FORMER CONFORMED NAME: Green Plains Renewable Energy, Inc. DATE OF NAME CHANGE: 20100106 FORMER COMPANY: FORMER CONFORMED NAME: GREEN PLAINS RENEWABLE ENERGY, INC. DATE OF NAME CHANGE: 20060314 FORMER COMPANY: FORMER CONFORMED NAME: Green Plains Renewable Energy, Inc. DATE OF NAME CHANGE: 20041123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mangrove Partners Master Fund, Ltd. CENTRAL INDEX KEY: 0001569227 IRS NUMBER: 981083428 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: MAPLES CORP. SVCS, PO BOX 309 STREET 2: UGLAND HOUSE, S. CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2128979537 MAIL ADDRESS: STREET 1: 645 MADISON AVE, 14 FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 j27204sc13ga1.htm AMENDMENT NO. 1

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Green Plains Inc.
(Name of Issuer)
 
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)

 

  393222104  
  (CUSIP Number)  
 
December 31, 2019
(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)
     
  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).

 

 

 Page 1 of 7 pages 
 

 

CUSIP No.  393222104
1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Mangrove Partners Master Fund, Ltd

98-1083428

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a)

(b)☐

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

 

3.595,457

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

3.595,457

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3.595,457

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)

 

9.9998%

12

TYPE OF REPORTING PERSON (see instructions)

 

OO

         

 Page 2 of 7 pages 
 

 

CUSIP No.  393222104
1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Mangrove Partners

98-0652572

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a)☒

(b)

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

 

3.595,457

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

3.595,457

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3.595,457

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)

 

9.9998%

12

TYPE OF REPORTING PERSON (see instructions)

 

OO

         

 Page 3 of 7 pages 
 

 

CUSIP No.  393222104
1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Nathaniel August

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a)

(b)☐

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

US

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

3.595,457

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

3.595,457

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3.595,457

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)

 

9.9998%

12

TYPE OF REPORTING PERSON (see instructions)

 

IN/HC

         

 Page 4 of 7 pages 
 

 

Item 1(a). Name of Issuer:
   
   The name of the issuer is Green Plains Inc. (the “Company”).
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
   The Company’s principal executive offices are located at 1811 Aksarben Drive, Omaha, Nebraska 68106.
   
Item 2(a). Name of Person Filing:
   
  

This Schedule 13G/A #1 is being jointly filed by (1) The Mangrove Partners Master Fund, Ltd. (the “Master Fund”), (2) Mangrove Partners, and (3) Nathaniel August. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

The securities of the Company which are the subject of this Schedule 13G/A #1 (the “Shares”) are held by the Master Fund. Beneficial ownership of the Shares is also claimed by (i) Mangrove Partners which serves as the investment manager of the Master Fund, and (iii) Nathaniel August who is the controlling person of Mangrove Partners.

   
Item 2(b). Address of Principal Business Office or, if none, Residence:
     
  

The principal business office of Nathaniel August is 645 Madison Avenue, 14th Floor, New York, New York 10022.

 

The principal business address of the Master Fund and Mangrove Partners is c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104.

   
Item 2(c). Citizenship:
   
   The Master Fund and Mangrove Partners are organized as limited liability exempted companies under the laws of the Cayman Islands. Nathaniel August is a citizen of the United States.
   
Item 2(d). Title of Class of Securities:
   
   Common Shares of Beneficial Interest, par value $0.01 per share (the “Common Shares”)
   
Item 2(e). CUSIP Number:  393222104

 

 Page 5 of 7 pages 
 

 

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;
(b) Bank as defined in Section 3(a)(6) of the Act;
(c) ☐  Insurance company as defined in Section 3(a)(19) of the Act;
(d) ☐  Investment company registered under Section 8 of the Investment Company Act of 1940;
(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 (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;
(j) ☐  A 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.
  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:

3.595,457

   (b) Percent of Class: 9.9998%
   (c) Number of shares as to which such person has:
      (i) sole power to vote or to direct the vote: 0   
      (ii) shared power to vote or to direct the vote:

3.595,457

      (iii) sole power to dispose or to direct the disposition of: 0   
      (iv) shared power to dispose or to direct the disposition of:

3.595,457

 

As the investment manager the Master Fund, Mangrove Partners may be deemed the beneficial owner of the Shares owned by the Master Fund. Mr. August, as the controlling person of Mangrove Partners, may be deemed the beneficial owner of the Shares owned by the Master Fund.

 

The filing of this Schedule 13G/A #1 shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

 

The foregoing beneficial ownership percentage is based upon 35,955,233 shares of Common Stock of the Company, issued and outstanding as of November 4, 2019, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2019.

 

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 ☐.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
   Not applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
   Not applicable.
   
Item 8. Identification and Classification of Members of the Group.
   
   Please see Exhibit A to this Schedule.
   
Item 9. Notice of Dissolution of Group.
   
   Not applicable.
   

 Page 6 of 7 pages 
 

 

Item 10. Certification.
   
   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing 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 such purpose or effect for the time being.

 

 

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.

 

February 7, 2020

 

THE MANGROVE PARTNERS MASTER FUND, LTD.
By: MANGROVE PARTNERS
  the Investment Manager
   
By: /s/ Nathaniel August
  Name:  Nathaniel August
  Title:  Director
   
   
MANGROVE PARTNERS
   
By: /s/ Nathaniel August
  Name:  Nathaniel August
  Title:  Director

 

/s/ Nathaniel August

Name: Nathaniel August 

 

 

Page 7 of 7 pages