0001213900-19-024929.txt : 20191127 0001213900-19-024929.hdr.sgml : 20191127 20191127161112 ACCESSION NUMBER: 0001213900-19-024929 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191127 DATE AS OF CHANGE: 20191127 GROUP MEMBERS: B. RILEY CAPITAL MANAGEMENT, LLC GROUP MEMBERS: BR DIALECTIC CAPITAL MANAGEMENT, LLC GROUP MEMBERS: BRC PARTNERS MANAGEMENT GP, LLC GROUP MEMBERS: BRC PARTNERS OPPORTUNITIES FUND, LP GROUP MEMBERS: DIALECTIC ANTITHESIS PARTNERS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lonestar Resources US Inc. CENTRAL INDEX KEY: 0001661920 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 810874035 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89589 FILM NUMBER: 191257977 BUSINESS ADDRESS: STREET 1: 111 BOLAND STREET, SUITE 300 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 8175466403 MAIL ADDRESS: STREET 1: 111 BOLAND STREET, SUITE 300 CITY: FORT WORTH STATE: TX ZIP: 76107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: B. Riley Financial, Inc. CENTRAL INDEX KEY: 0001464790 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 270223495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 21255 BURBANK BLVD. STREET 2: SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 21255 BURBANK BLVD. STREET 2: SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FORMER COMPANY: FORMER CONFORMED NAME: Great American Group, Inc. DATE OF NAME CHANGE: 20090522 SC 13G/A 1 sc13g1119a1briley_lonestar.htm AMENDMENT NO.1 TO SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Lonestar Resources US Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

54240F103

(CUSIP Number)

November 20, 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).

SCHEDULE 13G

CUSIP No.

54240F103

1	Names of Reporting Persons
	B. Riley Financial, Inc.
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
	DE

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
		0
	6	Shared Voting Power
		1,191,494
	7	Sole Dispositive Power
		0
	8	Shared Dispositive Power
		1,191,494

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	1,191,494
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)
	4.78%
12	Type of Reporting Person (See Instructions)
	CO

Page 2 of 11

CUSIP No.

54240F103

1	Names of Reporting Persons
	B. Riley Capital Management, LLC
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
	NY

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
		0
	6	Shared Voting Power
		1,191,494
	7	Sole Dispositive Power
		0
	8	Shared Dispositive Power
		1,191,494

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	1,191,494
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)
	4.78%
12	Type of Reporting Person (See Instructions)
	IA

Page 3 of 11

CUSIP No.

54240F103

1	Names of Reporting Persons
	BRC Partners Management GP, LLC
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
	DE

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
		0
	6	Shared Voting Power
		898,533
	7	Sole Dispositive Power
		0
	8	Shared Dispositive Power
		898,533

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	898,533
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)
	3.60%
12	Type of Reporting Person (See Instructions)
	OO

Page 4 of 11

CUSIP No.

54240F103

1	Names of Reporting Persons
	BRC Partners Opportunities Fund, LP
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
	DE

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
		0
	6	Shared Voting Power
		898,533
	7	Sole Dispositive Power
		0
	8	Shared Dispositive Power
		898,533

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	898,533
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)
	3.60%
12	Type of Reporting Person (See Instructions)
	PN

Page 5 of 11

CUSIP No.

54240F103

1	Names of Reporting Persons
	BR Dialectic Capital Management, LLC
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
	DE

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
		0
	6	Shared Voting Power
		292,961
	7	Sole Dispositive Power
		0
	8	Shared Dispositive Power
		292,961

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	292,961
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)
	1.17%
12	Type of Reporting Person (See Instructions)
	IA

Page 6 of 11

CUSIP No.

54240F103

1	Names of Reporting Persons
	Dialectic Antithesis Partners, LP
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
	DE

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
		0
	6	Shared Voting Power
		292,961
	7	Sole Dispositive Power
		0
	8	Shared Dispositive Power
		292,961

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	292,961
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)
	1.17%
12	Type of Reporting Person (See Instructions)
	PN

Page 7 of 11

Item 1.

(a)

Name of Issuer: Lonestar Resources US Inc.

(b)

Address of Issuer’s Principal Executive Offices: 111 Boland Street, Suite 301, Fort Worth, TX

Item 2(a).

B. Riley Financial, Inc., a Delaware corporation (“BRF”),

B. Riley Capital Management, LLC, a New York limited liability company (“BRCM”),

BRC Partners Management GP, LLC, a Delaware limited liability company (“BRPGP”),

BRC Partners Opportunity Fund, L.P., a Delaware limited partnership (“BRPLP”),

BR Dialectic Capital Management, LLC (“BR Dialectic”), and

Dialectic Antithesis Partners, LP (“Dialectic”).

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business address of each BRCM, BRPGP and BRPLP is:

11100 Santa Monica Blvd. Suite 800

Los Angeles, CA 90025

The principal business address of BR Dialectic and Dialectic is:

119 Rowayton Avenue, 2nd Floor

Norwalk, Connecticut 06853

The principal place of business of BRF is:

21255 Burbank Blvd. Suite 400

Woodland Hills, CA 91367

Item 2(c).

Citizenship:

BRF, BRPGP, BRPLP, BR Dialectic and Dialectic are organized under the laws of the State of Delaware.

BRCM is organized under the laws of the State of New York.

Item 2(d).

Title of Class of Securities:

Class A Common Stock, par value $0.001 (the “Common Stock”)

Item 2(e).

CUSIP Number:

54240F103

Page 8 of 11

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 associations 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

(a)

Amount Beneficially Owned:

As of the date hereof, BRPLP beneficially owned 898,533 shares of Common Stock. BRPGP is the general partner of BRPLP. BRCM is an investment advisor to BRPLP. As a result, each of BRPGP and BRCM may be deemed to have beneficially owned the 898,533 shares of Common Stock owned directly by BRPLP.

As of the date hereof, Dialectic beneficially owned 292,961 shares of Common Stock. BR Dialectic is the general partner of and an investment advisor to Dialectic, BR Dialectic is a wholly-owned subsidiary of BRCM, and BRF is the parent company of BRCM. As a result, BR Dialectic, BRCM and BRF may be deemed to have indirectly beneficially owned the 292,961 shares held by Dialectic.

As of the date hereof, BRF as the parent company of BRCM may be deemed to have beneficially owned the 1,191,494 shares of Common Stock beneficially owned by BRCM.

The foregoing should not be construed as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

(b)

Percent of Class:

As of the date hereof, BPOF beneficially owned 3.60% of the outstanding shares of Common Stock. BRCM, as the investment advisor of BPOF, may be deemed to have beneficially owned 3.60% of the outstanding shares of Common Stock, owned directly by BPOF.

As of the date hereof, Dialectic beneficially owned 1.17% of the outstanding shares of Common Stock. BR Dialectic is the general partner of and an investment advisor to Dialectic, BR Dialectic is a wholly-owned subsidiary of BRCM, and BRF is the parent company of BRCM. As a result, BR Dialectic, BRCM and BRF may be deemed to have indirectly beneficially owned the 1.17% of the outstanding shares held by Dialectic.

Page 9 of 11

As of the date hereof, BRF as the parent company of BRCM may be deemed to have beneficially owned 4.78% of shares of outstanding shares of Common Stock, beneficially owned by BRCM.

These percentages are based on a total of 24,944,891 shares of Common Stock outstanding as of November 11, 2019, as disclosed in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 12, 2019.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: See cover page Items 5-9.

(ii)

Shared power to vote or to direct the vote: See cover page Items 5-9.

(iii)

Sole power to dispose or to direct the disposition of: See cover page Items 5-9.

(iv)

Shared power to dispose or to direct the disposition of: See cover page Items 5-9.

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 or control person. Not Applicable.

Item 8.

Identification and classification of members of the group. Not Applicable.

Item 9.

Notice of Dissolution of Group. Not Applicable.

Item 10.

Certifications.

By signing below each of the undersigned certifies that, to the best of its 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.

Page 10 of 11

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: November 27, 2019

	B. RILEY FINANCIAL, INC

	By:	/s/ Bryant R. Riley
	Name:	Bryant R. Riley
	Title:	Co-Chief Executive Officer

	B. RILEY CAPITAL MANAGEMENT, LLC

	By:	/s/ Bryant R. Riley
	Name:	Bryant R. Riley
	Title:	Chief Executive Officer

	BRC PARTNERS MANAGEMENT GP, LLC

	by:	/s/ Bryant R. Riley
	Name:	Bryant R. Riley
	Title:	Managing Member

	BRC PARTNERS OPPORTUNITY FUND, LP

	By:	/s/ Bryant R. Riley
	Name:	Bryant R. Riley
	Title:	Chief Investment Officer

	BR DIALECTIC CAPITAL MANAGEMENT, LLC

	By:	/s/ John Fichthorn
	Name:	John Fichthorn
	Title:	Managing Member

	DIALECTIC ANTITHESIS PARTNERS, LP

	By:	/s/ John Fichthorn
	Name:	John Fichthorn
	Title:	Portfolio Manager

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

Page 11 of 11