0001144204-15-009377.txt : 20150218 0001144204-15-009377.hdr.sgml : 20150216 20150217074609 ACCESSION NUMBER: 0001144204-15-009377 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: ASKLEPIOS ENERGY FUND, LP GROUP MEMBERS: CHILDREN'S ENERGY FUND, LP GROUP MEMBERS: HEPHAESTUS ENERGY FUND, LP GROUP MEMBERS: JOHN V. LOVOI GROUP MEMBERS: LUXIVER, LP GROUP MEMBERS: LVPU, LP GROUP MEMBERS: NAVITAS FUND, LP GROUP MEMBERS: PANAKEIA ENERGY FUND, LP GROUP MEMBERS: TJS ENERGY FUND, LP GROUP MEMBERS: URJA, LP 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13693 FILM NUMBER: 15617918 BUSINESS ADDRESS: STREET 1: 100 MATSONFORD ROAD SUITE 200 STREET 2: FOUR RADNOR CORPORATE CENTER CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6106878900 MAIL ADDRESS: STREET 1: 100 MATSONFORD ROAD SUITE 200 STREET 2: FOUR RADNOR CORPORATE CENTER CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COAL & IRON CO DATE OF NAME CHANGE: 19670501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JVL Advisors, L.L.C. CENTRAL INDEX KEY: 0001571902 IRS NUMBER: 030504090 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 10,000 MEMORIAL DRIVE STREET 2: SUITE 550 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 713-579-2621 MAIL ADDRESS: STREET 1: 10,000 MEMORIAL DRIVE STREET 2: SUITE 550 CITY: HOUSTON STATE: TX ZIP: 77024 SC 13G/A 1 v401828_sc13ga.htm SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Penn Virginia Corporation

(Name of Issuer)

 

Common stock, par value $0.01 per share

(Title of Class of Securities)

 

707882106

(CUSIP Number)

 

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x      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).

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 2 of 21 Pages

 

1

Names of Reporting Persons

 

JVL Advisors, LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)          x

(b)          ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

Texas, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 5

Sole Voting Power

 

8,364,998 shares1

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

8,364,998 shares

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,364,998 shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

11

Percent of Class Represented by Amount in Row (9)

 

11.69%2

12

Type of Reporting Person (See Instructions)

 

OO (Limited Liability Company)

 

 

1 JVL Advisors, LLC may be deemed to have voting and dispositive power over the securities owned by Navitas Fund, LP, a Texas limited partnership (“Navitas”), Luxiver, LP, a Delaware limited partnership (“Luxiver”), TJS Energy Fund, LP, a Delaware limited partnership (“TJS”), Hephaestus Energy Fund, LP, a Delaware limited partnership (“Hephaestus”), Asklepios Energy Fund, LP, a Texas limited partnership (“Asklepios”), Panakeia Energy Fund, LP, a Delaware limited partnership (“Panakeia”), URJA, LP, a Delaware limited partnership (“URJA”), Children’s Energy Fund, LP, a Delaware limited partnership (“Children’s”), and LVPU, LP, a Delaware limited partnership (“LVPU” and collectively with Navitas, Luxiver, TJS, Hephaestus, Asklepios, Panakeia, URJA and Children’s, the “Partnerships”); thus, it may also be deemed to be the beneficial owner of these securities. JVL Advisors, LLC disclaims any beneficial ownership of the reported securities beneficially owned by the Partnerships in excess of its pecuniary interest in such securities.

 

2 The percentages reported in this Schedule 13G are based upon 71,558,867 shares of common stock outstanding as of October 24, 2014 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on October 29, 2014). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13G are, subject to the prior sentence, as of December 31, 2014.

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 3 of 21 Pages

 

1

Names of Reporting Persons.

 

John V. Lovoi

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)          x

(b)          ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

Texas, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 5

Sole Voting Power

 

8,364,998 shares1

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

8,364,998 shares

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,364,998 shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

11

Percent of Class Represented by Amount in Row (9)

 

11.69%2

12

Type of Reporting Person (See Instructions)

 

IN

 

 

1 John V. Lovoi may be deemed to have voting and dispositive power over the securities owned by Navitas Fund, LP, a Texas limited partnership (“Navitas”), Luxiver, LP, a Delaware limited partnership (“Luxiver”), TJS Energy Fund, LP, a Delaware limited partnership (“TJS”), Hephaestus Energy Fund, LP, a Delaware limited partnership (“Hephaestus”), Asklepios Energy Fund, LP, a Texas limited partnership (“Asklepios”), Panakeia Energy Fund, LP, a Delaware limited partnership (“Panakeia”), URJA, LP, a Delaware limited partnership (“URJA”), Children’s Energy Fund, LP, a Delaware limited partnership (“Children’s”), and LVPU, LP, a Delaware limited partnership (“LVPU” and collectively with Navitas, Luxiver, TJS, Hephaestus, Asklepios, Panakeia, URJA and Children’s, the “Partnerships”); thus, it may also be deemed to be the beneficial owner of these securities. John V. Lovoi disclaims any beneficial ownership of the reported securities beneficially owned by the Partnerships in excess of his pecuniary interest in such securities.

 

2 The percentages reported in this Schedule 13G are based upon 71,558,867 shares of common stock outstanding as of October 24, 2014 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on October 29, 2014). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13G are, subject to the prior sentence, as of December 31, 2014.

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 4 of 21 Pages

 

1

Names of Reporting Persons.

 

Navitas Fund, LP

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)          x

(b)          ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

Texas, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 5

Sole Voting Power

 

1,512,427 shares

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

1,512,427 shares

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,512,427 shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

11

Percent of Class Represented by Amount in Row (9)

 

2.11%1

12

Type of Reporting Person (See Instructions)

 

PN (Limited Partnership)

 

 

1 The percentages reported in this Schedule 13G are based upon 71,558,867 shares of common stock outstanding as of October 24, 2014 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on October 29, 2014). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13G are, subject to the prior sentence, as of December 31, 2014.

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 5 of 21 Pages

 

1

Names of Reporting Persons.

 

Luxiver, LP

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)          x

(b)          ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 5

Sole Voting Power

 

2,949,235 shares

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

2,949,235 shares

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,949,235 shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

11

Percent of Class Represented by Amount in Row (9)

 

4.12%1

12

Type of Reporting Person (See Instructions)

 

PN (Limited Partnership)

 

 

1 The percentages reported in this Schedule 13G are based upon 71,558,867 shares of common stock outstanding as of October 24, 2014 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on October 29, 2014). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13G are, subject to the prior sentence, as of December 31, 2014.

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 6 of 21 Pages

 

1

Names of Reporting Persons.

 

TJS Energy Fund, LP

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)          x

(b)          ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 5

Sole Voting Power

 

127,675 shares

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

127,675 shares

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

127,675 shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

11

Percent of Class Represented by Amount in Row (9)

 

0.18%1

12

Type of Reporting Person (See Instructions)

 

PN (Limited Partnership)

 

 

1 The percentages reported in this Schedule 13G are based upon 71,558,867 shares of common stock outstanding as of October 24, 2014 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on October 29, 2014). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13G are, subject to the prior sentence, as of December 31, 2014.

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 7 of 21 Pages

 

1

Names of Reporting Persons.

 

Hephaestus Energy Fund, LP

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)          x

(b)          ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 5

Sole Voting Power

 

2,459,408 shares

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

2,459,408 shares

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,459,408 shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

11

Percent of Class Represented by Amount in Row (9)

 

3.44%1

12

Type of Reporting Person (See Instructions)

 

PN (Limited Partnership)

 

 

1 The percentages reported in this Schedule 13G are based upon 71,558,867 shares of common stock outstanding as of October 24, 2014 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on October 29, 2014). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13G are, subject to the prior sentence, as of December 31, 2014.

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 8 of 21 Pages

 

1

Names of Reporting Persons.

 

Asklepios Energy Fund, LP

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)          x

(b)          ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 5

Sole Voting Power

 

226,398 shares

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

226,398 shares

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

226,398 shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

11

Percent of Class Represented by Amount in Row (9)

 

0.32%1

12

Type of Reporting Person (See Instructions)

 

PN (Limited Partnership)

 

 

1 The percentages reported in this Schedule 13G are based upon 71,558,867 shares of common stock outstanding as of October 24, 2014 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on October 29, 2014). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13G are, subject to the prior sentence, as of December 31, 2014.

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 9 of 21 Pages

 

1

Names of Reporting Persons.

 

Panakeia Energy Fund, LP

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)          x

(b)          ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 5

Sole Voting Power

 

231,435 shares

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

231,435 shares

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

231,435 shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

11

Percent of Class Represented by Amount in Row (9)

 

0.32%1

12

Type of Reporting Person (See Instructions)

 

PN (Limited Partnership)

 

 

1 The percentages reported in this Schedule 13G are based upon 71,558,867 shares of common stock outstanding as of October 24, 2014 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on October 29, 2014). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13G are, subject to the prior sentence, as of December 31, 2014.

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 10 of 21 Pages

 

1

Names of Reporting Persons.

 

URJA, LP

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)          x

(b)          ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 5

Sole Voting Power

 

52,344 shares

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

52,344 shares

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

52,344 shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

11

Percent of Class Represented by Amount in Row (9)

 

0.07%1

12

Type of Reporting Person (See Instructions)

 

PN (Limited Partnership)

 

 

1 The percentages reported in this Schedule 13G are based upon 71,558,867 shares of common stock outstanding as of October 24, 2014 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on October 29, 2014). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13G are, subject to the prior sentence, as of December 31, 2014.

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 11 of 21 Pages

 

1

Names of Reporting Persons.

 

Children’s Energy Fund, LP

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)          x

(b)          ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 5

Sole Voting Power

 

535,899 shares

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

535,899 shares

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

535,899 shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

11

Percent of Class Represented by Amount in Row (9)

 

0.75%1

12

Type of Reporting Person (See Instructions)

 

PN (Limited Partnership)

 

 

1 The percentages reported in this Schedule 13G are based upon 71,558,867 shares of common stock outstanding as of October 24, 2014 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on October 29, 2014). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13G are, subject to the prior sentence, as of December 31, 2014.

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 12 of 21 Pages

 

1

Names of Reporting Persons.

 

LVPU, LP

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)          x

(b)          ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 5

Sole Voting Power

 

270,177 shares

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

270,177 shares

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

270,177 shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

11

Percent of Class Represented by Amount in Row (9)

 

0.38%1

12

Type of Reporting Person (See Instructions)

 

PN (Limited Partnership)

 

 

1 The percentages reported in this Schedule 13G are based upon 71,558,867 shares of common stock outstanding as of October 24, 2014 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on October 29, 2014). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13G are, subject to the prior sentence, as of December 31, 2014.

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 13 of 21 Pages

 

Item 1.

 

(a)Name of Issuer: Penn Virginia Corporation

 

(b)Address of Issuer’s Principal Executive Offices

 

Four Radnor Corporate Center, Suite 200

100 Matsonford Road

Radnor, PA 19087

 

Item 2.

 

(a)Name of Persons Filing:

 

This Schedule 13G is being jointly filed by the following persons:

 

(i)JVL Advisors, LLC, a Texas limited liability company (“JVL”);
(ii)John V. Lovoi, an individual residing in the State of Texas (“Mr. Lovoi” and collectively with JVL, the “JVL Parties”);
(iii)Navitas Fund, LP, a Texas limited partnership (“Navitas”);
(iv)Luxiver, LP, a Delaware limited partnership (“Luxiver”);
(v)TJS Energy Fund, LP, a Delaware limited partnership (“TJS”);
(vi)Hephaestus Energy Fund, LP, a Delaware limited partnership (“Hephaestus”);
(vii)Asklepios Energy Fund, LP, a Texas limited partnership (“Asklepios”);
(viii)Panakeia Energy Fund, LP, a Delaware limited partnership (“Panakeia”);
(ix)URJA, LP, a Delaware limited partnership (“URJA”);
(x)Children’s Energy Fund, a Delaware limited partnership (“Children’s”);
(xi)LVPU, LP, a Delaware limited partnership (“LVPU”).

 

Navitas, Luxiver, TJS, Hephaestus, Asklepios, Panakeia, URJA, Children’s and LVPU are sometimes referred to collectively herein as the “Partnerships” and individually as a “Partnership.” The JVL Parties and the Partnerships are referred to collectively herein as the “Reporting Persons” and individually as a “Reporting Person.”

 

Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this Schedule 13G shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13G held by any other person.

 

(b)Address of Principal Business Office or, if None, Resident:

 

The business address of each of the Reporting Persons is:

 

10000 Memorial Dr., Suite 550

Houston, Texas 77024

 

(c)Citizenship:

 

(i)JVL Advisors, LLC is Texas limited liability company.
(ii)John V. Lovoi is a citizen of the United States of America.
(iii)Navitas Fund, LP is a Texas limited partnership.

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 14 of 21 Pages

 

(iv)Luxiver, LP is a Delaware limited partnership.
(v)TJS Energy Fund, LP is a Delaware limited partnership.
(vi)Hephaestus Energy Fund, LP is a Delaware limited partnership.
(vii)Asklepios Energy Fund, LP is a Texas limited partnership.
(viii)Panakeia Energy Fund, LP is a Delaware limited partnership.
(ix)URJA, LP is a Delaware limited partnership.
(x)Children’s Energy Fund is a Delaware limited partnership.
(xi)LVPU, LP is a Delaware limited partnership.

 

(d)Title of Class of Securities: Common stock, $0.01 par value

 

(e)CUSIP Number: 707882106

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing are a:

 

(a)  ¨   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)  ¨   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)  ¨   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)  ¨   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)  x   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)  ¨   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)  ¨  A parent holding company or control person in accordance with § 240.13d-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 (15 U.S.C. 80a-3);

(j)   ¨  A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)  x  Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:________________.

 

Item 4. Ownership.

 

(a) – (b):

 

Reporting Person:  Percent of
Class:		   Sole Power to Vote
or Direct the Vote:		   Shared Power to
Vote or Direct the
Vote:		   Sole Power to
Dispose of or to
Direct the
Disposition of:		   Shared Power to
Dispose of or to
Direct the
Disposition of:		 
JVL Advisors, LLC   11.69%   8,364,998(1)   0    8,364,998(1)   0 
John V. Lovoi   11.69%   8,364,998(2)   0    8,364,998 (2)   0 
Navitas Fund, LP   2.11%   1,512,427    0    1,512,427    0 
Luxiver, LP   4.12%   2,949,235    0    2,949,235    0 
TJS Energy Fund, LP   0.18%   127,675    0    127,675    0 
Hephaestus Energy Fund, LP   3.44%   2,459,408    0    2,459,408    0 
Asklepios Energy Fund, LP   0.32%   226,398    0    226,398    0 
Panakeia Energy Fund, LP   0.32%   231,435    0    231,435    0 
URJA, LP   0.07%   52,344    0    52,344    0 
Children’s Energy Fund, LP   0.75%   535,899    0    535,899    0 
LVPU, LP   0.38%   270,177    0    270,177    0 

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 15 of 21 Pages

 

(1)          JVL Advisors, LLC may be deemed to have voting and dispositive power over the securities owned by Navitas Fund, LP, a Texas limited partnership (“Navitas”), Luxiver, LP, a Delaware limited partnership (“Luxiver”), TJS Energy Fund, LP, a Delaware limited partnership (“TJS”), Hephaestus Energy Fund, LP, a Delaware limited partnership (“Hephaestus”), Asklepios Energy Fund, LP, a Texas limited partnership (“Asklepios”), Panakeia Energy Fund, LP, a Delaware limited partnership (“Panakeia”), URJA, LP, a Delaware limited partnership (“URJA”), Children’s Energy Fund, LP, a Delaware limited partnership (“Children’s”), and LVPU, LP, a Delaware limited partnership (“LVPU” and collectively with Navitas, Luxiver, TJS, Hephaestus, Asklepios, Panakeia, URJA and Children’s, the “Partnerships”); thus, it may also be deemed to be the beneficial owner of these securities. JVL Advisors, LLC disclaims any beneficial ownership of the reported securities beneficially owned by the Partnerships in excess of its pecuniary interest in such securities.

 

(2)          John V. Lovoi may be deemed to have voting and dispositive power over the securities owned by Navitas Fund, LP, a Texas limited partnership (“Navitas”), Luxiver, LP, a Delaware limited partnership (“Luxiver”), TJS Energy Fund, LP, a Delaware limited partnership (“TJS”), Hephaestus Energy Fund, LP, a Delaware limited partnership (“Hephaestus”), Asklepios Energy Fund, LP, a Texas limited partnership (“Asklepios”), Panakeia Energy Fund, LP, a Delaware limited partnership (“Panakeia”), URJA, LP, a Delaware limited partnership (“URJA”), Children’s Energy Fund, LP, a Delaware limited partnership (“Children’s”), and LVPU, LP, a Delaware limited partnership (“LVPU” and collectively with Navitas, Luxiver, TJS, Hephaestus, Asklepios, Panakeia, URJA and Children’s, the “Partnerships”); thus, it may also be deemed to be the beneficial owner of these securities. John V. Lovoi disclaims any beneficial ownership of the reported securities beneficially owned by the Partnerships in excess of his pecuniary interest in such securities.

 

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 any of the reporting persons 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 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 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, other than activities solely in connection with a nomination under Sec. 240.14a-11.

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 16 of 21 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13G is true, complete and correct.

 

Dated: February 17, 2015

 

JVL ADVISORS, LLC

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
/s/ John V. Lovoi  
John V. Lovoi  

 

NAVITAS FUND, LP

 

By: JVL Partners, L.P., a Texas limited partnership, its General Partner

By: JVL Advisors, LLC, its General Partner

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

LUXIVER, LP

 

By: LB Luxiver GP, LP, a Texas limited partnership, its General Partner

By: LB Luxiver, LLC, a Texas limited liability company, its General Partner

By: Lobo Baya, LLC, a Texas limited liability company, its sole Member

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

TJS ENERGY FUND, LP

 

By: TJS Energy Fund GP, LP, a Texas limited partnership, its General Partner

By: TJS GP, LLC, a Texas limited liability company, its General Partner

By: JVL Advisors, LLC, its sole Member

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 17 of 21 Pages

 

HEPHAESTUS ENERGY FUND, LP

 

By: Hephaestus Energy Fund GP, LP, a Texas limited partnership, its General Partner

By: HEF GP, LLC, a Texas limited liability company, its General Partner

By: JVL Advisors, LLC, its sole Member

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

ASKLEPIOS ENERGY FUND, LP

 

By: Asklepios Energy GP, LP, a Texas limited partnership, its General Partner

By: JVL Advisors, LLC, its General Partner

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

PANAKEIA ENERGY FUND, LP

 

By: Panakeia Energy Fund GP, LP, a Texas limited partnership, its General Partner

By: PEF GP, LLC, a Texas limited liability company, its General Partner

By: JVL Advisors, LLC, its sole Member

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

URJA, LP

 

By: URJA GP, LP, a Texas limited partnership, its General Partner

By: JVL Advisors, LLC, its General Partner

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

CHILDREN’S ENERGY FUND, LP

 

By: Children’s Energy Fund GP, LP, a Texas limited partnership, its General Partner

By: JVL Advisors, LLC, its General Partner

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

LVPU, LP

 

By: LVPU GP, LP, a Texas limited partnership, its General Partner

By: JVL Advisors, LLC, its General Partner

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 18 of 21 Pages

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
A   Joint Filing Agreement dated February 17, 2015.

 

 
 

 

Exhibit A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Penn Virginia Corporation and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of February 17, 2015.

 

JVL ADVISORS, LLC

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  
   
/s/ John V. Lovoi  
John V. Lovoi  

 

NAVITAS FUND, LP

 

By: JVL Partners, L.P., a Texas limited partnership, its General Partner

By: JVL Advisors, LLC, its General Partner

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

LUXIVER, LP

 

By: LB Luxiver GP, LP, a Texas limited partnership, its General Partner

By: LB Luxiver, LLC, a Texas limited liability company, its General Partner

By: Lobo Baya, LLC, a Texas limited liability company, its sole Member

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

TJS ENERGY FUND, LP

 

By: TJS Energy Fund GP, LP, a Texas limited partnership, its General Partner

By: TJS GP, LLC, a Texas limited liability company, its General Partner

By: JVL Advisors, LLC, its sole Member

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 20 of 21 Pages

 

HEPHAESTUS ENERGY FUND, LP

 

By: Hephaestus Energy Fund GP, LP, a Texas limited partnership, its General Partner

By: HEF GP, LLC, a Texas limited liability company, its General Partner

By: JVL Advisors, LLC, its sole Member

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

ASKLEPIOS ENERGY FUND, LP

 

By: Asklepios Energy GP, LP, a Texas limited partnership, its General Partner

By: JVL Advisors, LLC, its General Partner

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

PANAKEIA ENERGY FUND, LP

 

By: Panakeia Energy Fund GP, LP, a Texas limited partnership, its General Partner

By: PEF GP, LLC, a Texas limited liability company, its General Partner

By: JVL Advisors, LLC, its sole Member

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

URJA, LP

 

By: URJA GP, LP, a Texas limited partnership, its General Partner

By: JVL Advisors, LLC, its General Partner

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

CHILDREN’S ENERGY FUND, LP

 

By: Children’s Energy Fund GP, LP, a Texas limited partnership, its General Partner

By: JVL Advisors, LLC, its General Partner

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager  

 

 
 

 

CUSIP No.  707882106 Schedule 13G Page 21 of 21 Pages

 

LVPU, LP

 

By: LVPU GP, LP, a Texas limited partnership, its General Partner

By: JVL Advisors, LLC, its General Partner

 

By: /s/ John V. Lovoi  
Name: John V. Lovoi  
Title: Manager