Filing Details
- Accession Number:
- 0000921895-17-000273
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-10 16:31:45
- Filed By:
- Bandera Partners
- Company:
- Star Group L.p. (NYSE:SGU)
- Filing Date:
- 2017-02-10
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| JEFFERSON GRAMM | 197,683 | 3,560,068 | 197,683 | 3,560,068 | 3,757,751 | 6.7% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 12)1
| Star Gas Partners, L.P. |
| (Name of Issuer) |
| Common Units |
| (Title of Class of Securities) |
| 85512C105 |
| (CUSIP Number) |
| December 31, 2016 |
| (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) |
| o | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
_______________
1 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 | NAME OF REPORTING PERSON JEFFERSON GRAMM | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 197,683 | |
| 6 | SHARED VOTING POWER 3,560,068 | ||
| 7 | SOLE DISPOSITIVE POWER 197,683 | ||
| 8 | SHARED DISPOSITIVE POWER 3,560,068 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,757,751 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7% | ||
| 12 | TYPE OF REPORTING PERSON IN | ||
| Item 2(e). | CUSIP Number: |
85512C105
| Item 3. | If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
/ / Not Applicable
| | (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 / | Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). |
| | (f) | / / | Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). |
| | (g) | / / | Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). |
| | (h) | / / | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| | (i) | / / | 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) | / / | Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). |
| | (k) | / / | Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership. |
All ownership information reported in this Item 4 is as of the close of business on December 31, 2016.
Bandera Partners LLC
| | (a) | Amount beneficially owned: |
3,560,068 Units
| | (b) | Percent of class: |
6.4% (based on 55,887,832 Units outstanding as of November 30, 2016, as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 7, 2016)
| | (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote |
3,560,068 Units
| | (ii) | Shared power to vote or to direct the vote |
0 Units
| | (iii) | Sole power to dispose or to direct the disposition of |
3,560,068 Units
| | (iv) | Shared power to dispose or to direct the disposition of |
0 Units
Gregory Bylinsky
| | (a) | Amount beneficially owned: |
3,560,068 Units
| | (b) | Percent of class: |
6.4% (based on 55,887,832 Units outstanding as of November 30, 2016, as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 7, 2016)
| | (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote |
0 Units
| | (ii) | Shared power to vote or to direct the vote |
3,560,068 Units
| | (iii) | Sole power to dispose or to direct the disposition of |
0 Units
| | (iv) | Shared power to dispose or to direct the disposition of |
3,560,068 Units
Jefferson Gramm
| | (a) | Amount beneficially owned: |
3,757,751 Units
| | (b) | Percent of class: |
6.7% (based on 55,887,832 Units outstanding as of November 30, 2016, as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 7, 2016)
| | (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote |
197,683 Units
| | (ii) | Shared power to vote or to direct the vote |
3,560,068 Units
| | (iii) | Sole power to dispose or to direct the disposition of |
197,683 Units
| | (iv) | Shared power to dispose or to direct the disposition of |
3,560,068 Units
| 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 the reporting person 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. |
The right to receive dividends from, or the proceeds from the sale of, the Master Fund’s Units is held by Bandera Master Fund, a private investment fund for which Bandera Partners serves as investment manager. Bandera Partners, Mr. Bylinsky and Mr. Gramm disclaim beneficial ownership of the Master Fund’s Units reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.
| 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. |
See Exhibit 99.1 to Amendment No. 11 to the Schedule 13G filed with the Securities and Exchange Commission on February 12, 2016.
| 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 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.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: February 10, 2017 | |||
| BANDERA PARTNERS LLC | |||
| By: | /s/ Gregory Bylinsky | ||
| Name: | Gregory Bylinsky | ||
| Title: | Managing Director | ||
| By: | /s/ Gregory Bylinsky | ||
| Name: | Gregory Bylinsky | ||
| By: | /s/ Jefferson Gramm | ||
| Name: | Jefferson Gramm | ||