Amended Statement of Ownership (sc 13g/a)
01 February 2019 - 3:06AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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CSI Compressco
LP
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(Name of Issuer)
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Common Units
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(Title of Class of Securities)
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12637A103
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(CUSIP Number)
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December
31, 2018
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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ý
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 7 Pages)
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______________________________
*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).
1
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NAME OF REPORTING PERSON
Hudson Bay Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,705,429 Common Units issuable upon conversion of
Series A Preferred Units
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,705,429 Common Units issuable upon conversion of
Series A Preferred Units
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,705,429 Common Units issuable upon conversion of
Series A Preferred Units
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.66%
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12
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSON
Sander Gerber
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,705,429 Common Units issuable upon conversion of
Series A Preferred Units
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,705,429 Common Units issuable upon conversion of
Series A Preferred Units
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,705,429 Common Units issuable upon conversion of
Series A Preferred Units
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.66%
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12
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TYPE OF REPORTING PERSON
IN
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Item 1(a).
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NAME OF ISSUER:
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The name of the issuer is CSI Compressco LP, a Delaware limited partnership (the "
Company
").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The Company's principal executive offices are located at 24955 Interstate 45 North, The Woodlands, Texas 77380.
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Item 2(a).
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NAME OF PERSON FILING:
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This statement is filed by Hudson Bay Capital Management LP (the "
Investment Manager
") and Mr. Sander Gerber ("
Mr. Gerber
"), who are collectively referred to herein as "
Reporting Persons
."
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of each of the Reporting Persons is 777 Third Avenue, 30th Floor, New York, NY 10017.
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Item 2(c).
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CITIZENSHIP:
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The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Units
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Item 2(e).
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CUSIP NUMBER:
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12637A103
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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ý
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
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(g)
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ý
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Parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
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(h)
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¨
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Savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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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);
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(j)
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¨
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify
the type of institution:
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Item 4.
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OWNERSHIP
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The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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The Company’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2018 filed with the Securities and Exchange Commission on November 8, 2018, discloses that the total
number of outstanding shares of Common Stock as of November 8, 2018 was 44,845,907. The percentage set forth on Row (11) of the
cover page for each Reporting Person is based on the Company's total number of outstanding Common Units and assumes the conversion
of the Series A Preferred Units held by Hudson Bay MLP Fund LP and HBC MLP LLC (the "
Securities
").
The Investment Manager serves as the investment
manager to Hudson Bay MLP Fund LP and HB Fund LLC. HB Fund LLC serves as the managing member of HBC MLP LLC. The Securities are
held by Hudson Bay MLP Fund LP and HBC MLP LLC. As such, the Investment Manager may be deemed to be the beneficial owner of all
Common Units underlying the Securities held by Hudson Bay MLP Fund LP and HBC MLP LLC. Mr. Gerber serves as the managing member
of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership
of these securities.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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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:
ý
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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See Item 4.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of his or its 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.
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SIGNATURES
After reasonable
inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DATE: January 31, 2019
HUDSON BAY CAPITAL MANAGEMENT LP
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By: /s/ Sander Gerber
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Name: Sander Gerber
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Title: Authorized Signatory
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/s/ Sander Gerber
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SANDER GERBER
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