UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

LONESTAR RESOURCES US INC.

(Name of Issuer)

Class A Voting Common Stock, Par Value $0.001 per Share

(Title of Class of Securities)

54240F103

(CUSIP Number)

Chambers Energy Management, LP

600 Travis Street, Suite 4700

Houston, TX 77002

(713) 554-6770

Attention: J. Robert Chambers

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 28, 2019

(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. 54240F103		13D		Page 1 of 7 Pages

 

1		Names of reporting persons   CEC GP, LLC
2		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐
6		Citizenship or place of organization   Delaware

Number of     Shares     Beneficially     Owned by     Each     Reporting     Person     With				7		Sole voting power   0
				8		Shared voting power   15,993,503
				9		Sole dispositive power   0
				10		Shared dispositive power   15,993,503

11		Aggregate amount beneficially owned by each reporting person   15,993,503
12		Check if the aggregate amount in Row (11) excludes certain shares  ☐
13		Percent of class represented by amount in Row (11)   39.1%
14		Type of reporting person   OO (Limited Liability Company)

CUSIP No. 54240F103		13D		Page 2 of 7 Pages

 

1		Names of reporting persons   CEC Fund III GP, LLC
2		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ☐
6		Citizenship or place of organization   Delaware

Number of     Shares     Beneficially     Owned by     Each     Reporting     Person     With				7		Sole voting power   0
				8		Shared voting power   15,993,503
				9		Sole dispositive power   0
				10		Shared dispositive power   15,993,503

11		Aggregate amount beneficially owned by each reporting person   15,993,503
12		Check if the aggregate amount in Row (11) excludes certain shares  ☐
13		Percent of class represented by amount in Row (11)   39.1%
14		Type of reporting person   OO (Limited Liability Company)

CUSIP No. 54240F103		13D		Page 3 of 7 Pages

 

1		Names of reporting persons   Chambers Energy Capital III, LP
2		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ☐
6		Citizenship or place of organization   Delaware

Number of     Shares     Beneficially     Owned by     Each     Reporting     Person     With				7		Sole voting power   0
				8		Shared voting power   15,993,503
				9		Sole dispositive power   0
				10		Shared dispositive power   15,993,503

11		Aggregate amount beneficially owned by each reporting person   15,993,503
12		Check if the aggregate amount in Row (11) excludes certain shares  ☐
13		Percent of class represented by amount in Row (11)   39.1%
14		Type of reporting person   PN

CUSIP No. 54240F103		13D		Page 4 of 7 Pages

 

1		Names of reporting persons   J. Robert Chambers
2		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ☐
6		Citizenship or place of organization   United States of America

Number of     Shares     Beneficially     Owned by     Each     Reporting     Person     With				7		Sole voting power   0
				8		Shared voting power   15,993,503
				9		Sole dispositive power   0
				10		Shared dispositive power   15,993,503

11		Aggregate amount beneficially owned by each reporting person   15,993,503
12		Check if the aggregate amount in Row (11) excludes certain shares  ☐
13		Percent of class represented by amount in Row (11)   39.1%
14		Type of reporting person   IN

CUSIP No. 54240F103		13D		Page 5 of 7 Pages

 

Explanatory Note

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on November 6, 2017 (as amended to date, the “Schedule 13D”), Class A Voting Common Stock, par value $0.001 per share (the “Class A Common Stock”), of Lonestar Resources US Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

 

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented by adding the following:

Pursuant to the certificate of designation governing the Series A-1 Stock, holders of Series A-1 Stock are entitled to cumulative dividends payable quarterly initially at a rate of 9% per annum in cash and, for any 12 quarters, at the Issuer’s option, (i) in the form of additional shares of the respective series of Series A Preferred Stock (the “PIK Shares”) or (ii) by increasing stated value, in lieu of cash (collectively, the “PIK Option”).

Pursuant to a waiver and consent agreement (the “Waiver and Consent”) entered into effective June 16, 2019, by and between the Issuer and Chambers Energy Capital III, LP (“Chambers Energy”), Chambers Energy waived its rights to receive PIK Shares constituting dividends on the Series A Preferred Stock at a per share price of $975.00, and further agreed that the price per share of such PIK Shares issued as dividends shall equal the stated value of shares of the Series A-1 Preferred Stock as of June 16, 2019, which was $1,000.00.

On June 28, 2019, the Issuer elected the PIK Option and Chambers Energy was issued an additional 2,112 shares of Series A-1 Stock.

CUSIP No. 54240F103		13D		Page 6 of 7 Pages

 

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 24,931,743 shares of Class A Common Stock outstanding as of May 8, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 10, 2019, and assuming conversion of all shares of Series A-1 Stock beneficially owned by the Reporting Persons into Class A Common Stock.

 

Reporting Person		Amount Beneficially owned				Percent of class				Sole power to vote or to direct the vote				Shared power to vote or to direct the vote				Sole power to dispose or to direct the disposition				Shared power to dispose or to direct the disposition
CEC GP, LLC			15,993,503				39.1	%			0				15,993,503				0				15,993,503
CEC Fund III GP, LLC			15,993,503				39.1	%			0				15,993,503				0				15,993,503
Chambers Energy Capital III, LP			15,993,503				39.1	%			0				15,993,503				0				15,993,503
J. Robert Chambers			15,993,503				39.1	%			0				15,993,503				0				15,993,503

Chambers Energy is the record holder of 95,961 shares of Series A-1 Stock. Each share of Series A-1 Stock is convertible into 166.6667 shares of Class A Common Stock at any time at the option of the holder. J. Robert Chambers is the managing member of CEC GP, LLC (“CEC GP”), which is the sole member of CEC Fund III GP, LLC (“CEC III”), which is the general partner of Chambers Energy. Accordingly, each of Mr. Chambers, CEC GP, and CEC III may be deemed to share beneficial ownership of the securities held of record by Chambers Energy.

 

(c)	Except as described in Item 4, during the past 60 days none of the Reporting Persons has effected any transactions in the Class A Common Stock.

 

(d)

None.

 

(e)	Not applicable.

CUSIP No. 54240F103		13D		Page 7 of 7 Pages

 

SIGNATURES

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:    July 2, 2019