0001140361-17-043723.txt : 20171124 0001140361-17-043723.hdr.sgml : 20171124 20171124091419 ACCESSION NUMBER: 0001140361-17-043723 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171124 DATE AS OF CHANGE: 20171124 GROUP MEMBERS: CHARLES E. DAVIDSON GROUP MEMBERS: DEBELLO INVESTORS LLC GROUP MEMBERS: JOSEPH M. JACOBS GROUP MEMBERS: WEXFORD CATALYST INVESTORS LLC GROUP MEMBERS: WEXFORD GP LLC GROUP MEMBERS: WEXFORD SPECTRUM INVESTORS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN VIRGINIA CORP CENTRAL INDEX KEY: 0000077159 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 231184320 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13693 FILM NUMBER: 171221086 BUSINESS ADDRESS: STREET 1: 14701 ST. MARY'S LANE STREET 2: SUITE 275 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 7137226500 MAIL ADDRESS: STREET 1: 14701 ST. MARY'S LANE STREET 2: SUITE 275 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COAL & IRON CO DATE OF NAME CHANGE: 19670501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD CAPITAL LP CENTRAL INDEX KEY: 0001048462 IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD CAPITAL LLC DATE OF NAME CHANGE: 20000817 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD MANAGEMENT LLC DATE OF NAME CHANGE: 19971024 SC 13D/A 1 formsc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Amendment No. 1

Under the Securities Exchange Act of 1934

PENN VIRGINIA CORPORATION
(Name of Issuer)

Common Stock
(Title of Class of Securities)

70788V 300  and 70788V 102
(CUSIP Number)

Arthur H. Amron, Esq.
Wexford Capital LP
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
November 17, 2017
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 section 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 other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


CUSIP No. 70788V 300  and 70788V 102
 
1
NAMES OF REPORTING PERSONS.
 
 
Debello Investors LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
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
 
 
197,255
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
197,255
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
197,255
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.31%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
CO
 
 
 
 
 

CUSIP No. 70788V 300  and 70788V 102
 
1
NAMES OF REPORTING PERSONS.
 
 
Wexford Catalyst Investors LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
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
 
 
202,987
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
202,987
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
202,987
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.35%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 
 

CUSIP No. 70788V 300  and 70788V 102
 
1
NAMES OF REPORTING PERSONS.
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS    
Wexford Spectrum Investors LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
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
 
 
204,531
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
204,531
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
204,531
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.36%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 
 

CUSIP No. 70788V 300  and 70788V 102
 
1
NAMES OF REPORTING PERSONS.
 
 
Wexford Capital LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
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
 
 
607,554
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
607,554
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
607,554
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
4.05%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 

CUSIP No. 70788V 300  and 70788V 102
 
1
NAMES OF REPORTING PERSONS.
 
 
Wexford GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
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
 
 
607,554
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
607,554
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
607,554
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
4.05%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 
 

CUSIP No. 70788V 300  and 70788V 102
 
1
NAMES OF REPORTING PERSONS
 
 
Charles E. Davidson
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
607,554
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
607,554
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
607,554
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
4.05%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 

CUSIP No. 70788V 300  and 70788V 102
 
1
NAMES OF REPORTING PERSONS.
 
 
Joseph M. Jacobs
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
607,554
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
607,554
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
607,554
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
4.05%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 

SCHEDULE 13D A/1

This Amendment No. 1 to Schedule 13D (the "Amendment No. 1") modifies and supplements the Schedule 13D initially filed on September 29, 2016  (the “Original Statement”, and together with the Amendment No. 1, the “Statement”), with respect to the common stock, $0.01 par value per share (the “Common Stock”) of Penn Virginia Corporation (the “Issuer”). Except to the extent supplemented or amended by the information contained in this Amendment No. 1, the Original Statement remains in full force and effect.  Capitalized terms used herein without definition have the respective meanings ascribed to them in the Original Statement. This is the final amendment to the Statement and constitutes an “exiting filing” for the Reporting Persons.

Item 3.
Source and Amount of Funds or Other Consideration.

Item 3 is hereby supplemented by adding the following:

Since the date of the Original Statement, (i) there was an adjustment to the 412,193 shares expected to be received in connection with the Purchasing Entities’ claims arising under the Notes, as a result of which the Purchasing Entities received 19,948 shares less than expected, and (ii) the Purchasing Entities sold 242,945 shares of Common Stock in open market transactions between November 16, 2017 and November 21, 2017 at an average price of $36.9127 per share.

In addition, Mr. Marc McCarthy as a director of the Issuer was granted 8,343 Restricted Stock Units (“RSUs”) on December 19, 2016 under the Issuer’s 2016 Management Incentive Plan. One-third of the RSUs will vest on December 19, 2017 (the “December 2017 Vesting”), with an additional one-third vesting on each of December 19, 2018 and December 19, 2019, subject to participant’s continuous service with the Issuer through the applicable vesting date. All of the RSUs were assigned to Wexford Capital LP.

The Reporting Persons may from time to time decide to buy or sell more shares of Common Stock depending on prevailing market conditions.

Item 5.
Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety with the following:

The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons (on the basis of 15,007,051 shares of Common Stock outstanding, including 15,004,270 shares of Common Stock issued and outstanding as of November 3, 2017 as reported in the Issuer’s Form 10-Q filed with the Commission on November 9, 2017, and 2,781 shares of Common Stock relating to the December 2017 Vesting) are as follows:
 
Debello Investors LLC
a)
 
Amount beneficially owned: 197,255
 
Percentage: 1.31%
b)
 
Number of shares to which the Reporting Person has:
   
 
i.
Sole power to vote or to direct the vote:
 
0
 
ii.
Shared power to vote or to direct the vote:
 
197,255
 
iii.
Sole power to dispose or to direct the disposition of:
 
0
 
iv.
Shared power to dispose or to direct the disposition of:
 
197,255
 
Wexford Catalyst Investors LLC
a)
 
Amount beneficially owned: 202,987
 
Percentage: 1.35%
b)
 
Number of shares to which the Reporting Person has:
   
 
 i.
Sole power to vote or to direct the vote:
 
0
 
 ii.
Shared power to vote or to direct the vote:
 
202,987
 
iii.
Sole power to dispose or to direct the disposition of:
 
0
 
iv.
Shared power to dispose or to direct the disposition of:
 
202,987
 

Wexford Spectrum Investors LLC
a)
 
Amount beneficially owned: 204,531
 
Percentage: 1.36%
b)
 
Number of shares to which the Reporting Person has:
   
 
i.
Sole power to vote or to direct the vote:
 
0
 
ii.
Shared power to vote or to direct the vote:
 
204,531
 
iii.
Sole power to dispose or to direct the disposition of:
 
0
 
iv.
Shared power to dispose or to direct the disposition of:
 
204,531
 
Wexford Capital LP
a)
 
Amount beneficially owned: 607,554
 
Percentage: 4.05%
b)
 
Number of shares to which the Reporting Person has:
   
 
i.
Sole power to vote or to direct the vote:
 
0
 
ii.
Shared power to vote or to direct the vote:
 
607,554
 
iii.
Sole power to dispose or to direct the disposition of:
 
0
 
iv.
Shared power to dispose or to direct the disposition of:
 
607,554
 
Wexford GP LLC
a)
 
Amount beneficially owned: 607,554
 
Percentage: 4.05%
b)
 
Number of shares to which the Reporting Person has:
   
 
i.
Sole power to vote or to direct the vote:
 
0
 
ii.
Shared power to vote or to direct the vote:
 
607,554
 
iii.
Sole power to dispose or to direct the disposition of:
 
0
 
iv.
Shared power to dispose or to direct the disposition of:
 
607,554
 
Charles E. Davidson
a)
 
Amount beneficially owned: 607,554
 
Percentage: 4.05%
b)
 
Number of shares to which the Reporting Person has:
   
 
i.
Sole power to vote or to direct the vote:
 
0
 
ii.
Shared power to vote or to direct the vote:
 
607,554
 
iii.
Sole power to dispose or to direct the disposition of:
 
0
 
iv.
Shared power to dispose or to direct the disposition of:
 
607,554
 
Joseph M. Jacobs
a)
 
Amount beneficially owned: 607,554
 
Percentage: 4.05%
b)
 
Number of shares to which the Reporting Person has:
   
 
i.
Sole power to vote or to direct the vote:
 
0
 
ii.
Shared power to vote or to direct the vote:
 
607,554
 
iii.
Sole power to dispose or to direct the disposition of:
 
0
 
iv.
Shared power to dispose or to direct the disposition of:
 
607,554
 

The total shares of Common Stock reported as beneficially owned by each of Wexford Capital, Wexford GP, Mr. Davidson and Mr. Jacobs include the shares of Common Stock reported as beneficially owned by the Purchasing Entities. Wexford Capital may, by reason of its status as manager of the Purchasing Entities, be deemed to own beneficially the shares of Common Stock of which the Purchasing Entities possess beneficial ownership. Wexford GP may, by reason of its status as general partner of Wexford Capital, be deemed to own beneficially the securities of which the Purchasing Entities possess beneficial ownership. Each of Messrs. Davidson and Jacobs may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the shares of Common Stock of which the Purchasing Entities possess beneficial ownership. Each of Wexford GP, Wexford Capital, Davidson and Jacobs, shares the power to vote and to dispose of the shares of Common Stock beneficially owned by the Purchasing Entities.  Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaims beneficial ownership of the shares of Common Stock owned by the Purchasing Entities and this report shall not be deemed as an admission that they are the beneficial owner of such securities except, in the case of Messrs. Davidson and Jacobs, to the extent of their respective personal ownership interests in any of the members of the Purchasing Entities.

(c) Except as set forth in Item 3 above, the Reporting Persons have not effected any transactions in the Common Stock during the 60 days preceding the date of this Amendment No.1.

(d) Not applicable

(e) November 17, 2017
 
* * * * *
 

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.

 Date: November 24, 2017
Company Name
 
 
DEBELLO INVESTORS LLC
 
       
 
By:
/s/ Arthur Amron
 
 
Name:
Arthur H. Amron
 
 
Title:
Vice President and Assistant Secretary
 
       
 
WEXFORD CATALYST INVESTORS LLC
 
       
 
By:
/s/ Arthur Amron
 
 
Name:
Arthur H. Amron
 
 
Title:
Vice President and Assistant Secretary
 
       
 
WEXFORD SPECTRUM INVESTORS LLC
 
       
 
By:
/s/ Arthur Amron
 
 
Name:
Arthur H. Amron
 
 
Title:
Vice President and Assistant Secretary
 
       
 
WEXFORD CAPITAL LP
 
 
By:
Wexford GP LLC, its General Partner
 
       
 
By:
/s/ Arthur Amron
 
 
Name:
Arthur H. Amron
 
 
Title:
Vice President and Assistant Secretary
 
       
 
WEXFORD GP LLC
 
       
 
By:
/s/ Arthur Amron
 
 
Name:
Arthur H. Amron
 
 
Title:
Vice President and Assistant Secretary
 
       
 
/s/ Joseph M. Jacobs
 
 
 JOSEPH M. JACOBS
 
       
 
/s/ Charles E. Davidson
 
 
 CHARLES E. DAVIDSON