- Amended Statement of Ownership (SC 13G/A)
13 February 2010 - 7:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement
Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Pinnacle Gas Resources, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
0723464301
(CUSIP Number)
December 31, 2009
Date of Event Which
Requires Filing of the Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
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 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).
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CUSIP No.
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521050104
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13G
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Page
2 of 8
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Highview
Capital Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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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
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Delaware
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5.
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,875,503 shares of Common Stock
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8.
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SHARED DISPOSITIVE POWER
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1,875,503 shares of Common Stock
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,875,503 shares of Common Stock
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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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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Approximately 6.27% as of the date of
this filing (based on 29,911,697 shares of Common Stock issued and outstanding as of November 23, 2009)
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12.
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TYPE OF REPORTING PERSON
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IA/OO
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Page 2 of 8
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CUSIP No.
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521050104
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13G
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Page
3 of 8
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey Scott Wallace
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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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
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U.S.
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5.
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,875,503 shares of Common Stock
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8.
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SHARED DISPOSITIVE POWER
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1,875,503 shares of Common Stock
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,875,503 shares of Common Stock
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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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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Approximately 6.27% as of the date of
this filing (based on 29,911,697 shares of Common Stock issued and outstanding as of November 23, 2009)
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12.
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TYPE OF REPORTING PERSON
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IN/HC
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Page 3 of 8
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CUSIP No.
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521050104
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13G
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Page
4 of 8
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Item 1(a) Name of Issuer:
Pinnacle Gas Resources, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices:
7777 Washington Village Dr
STE 210
Dayton, OH 45459
Item 2(a) Name of Person Filing
Item 2(b) Address of Principal Business Office
Item 2(c) Citizenship
Highview Capital Management, LLC
704 Highview
Glen Ellyn, IL 60137
Delaware Limited Liability Company
Jeffrey Scott Wallace
Highview Capital Management, LLC
704 Highview
Glen Ellyn, IL 60137
U.S. Citizen
2(d) Title of Class of Securities:
Common Stock, par value $0.01 per share
2(e) CUSIP Number: 0723464301
Item 3 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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o
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Broker or dealer registered under Section 15 of the
Exchange Act;
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(b)
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o
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Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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o
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Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
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(d)
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o
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Investment company registered under Section 8 of the
Investment Company Act;
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(e)
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o
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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Page 4 of 8
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CUSIP No.
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521050104
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13G
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Page
5 of 8
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(f)
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o
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An 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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A 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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o
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A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
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(i)
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o
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A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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o
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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If this statement is filed pursuant to Rule 13d-1(c), check this box. :
þ
Item 4 Ownership:
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(a)
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Amount beneficially owned:
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Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.
Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.
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(ii)
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shared power to vote or to direct the vote:
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Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.
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(iii)
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sole power to dispose or to direct the disposition of:
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Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.
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(iv)
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shared power to dispose or to direct the disposition of:
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Page 5 of 8
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CUSIP No.
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521050104
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13G
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Page
6 of 8
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Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
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:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
See
Exhibit 99.1 hereto for the members of the group filing this Schedule 13G.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below I certify that, to the best of my 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 6 of 8
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CUSIP No.
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521050104
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13G
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Page
7 of 8
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After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify
that the information set forth in this statement is true, complete and correct.
Dated this
12
th
day of February, 2010.
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Highview Capital Management, LLC
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/s/ Jeffrey Scott Wallace
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By:
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/s/ Jeffrey Scott Wallace
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Name: Jeffrey Scott Wallace
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Name:
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Jeffrey Scott Wallace
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Its: Managing Member of Highview
Capital Management, LLC
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INDEX TO EXHIBITS
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Exhibit No.
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Exhibit
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99.1
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Joint Filing Agreement
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Page 7 of 8
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