The romance between Hong Kong based activist Seth Fischer and Comstock Resources Inc (CRK) lasted only a month. Fischer’s Oasis Management disclosed a 5.4% stake at the beginning of February when the stock was trading at $1.41 per share. Oasis Management didn’t disclose any positions in CRK at the end of December in its 13F filing which indicated that all of its position was bought on or before February 2nd.
Today Oasis Management revealed that it cut its stake down to 0.7% of the company’s outstanding shares. Comstock Resources Inc (CRK) closed at $0.66 today.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Oasis Management Company Ltd | 389,060 | 389,060 | 389,060 | 0.7% | ||
| Oasis Investments II Master Fund Ltd | 389,060 | 389,060 | 389,060 | 0.7% | ||
| Seth Fischer | 389,060 | 389,060 | 389,060 | 0.7% |
Page 1 of 8 SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
| SCHEDULE 13G/A | |
| | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1)* | |
| Comstock | |
| (Name of Issuer) | |
| Common Stock, | |
| (Title of Class of Securities) | |
| 205768203 | |
| (CUSIP Number) | |
| March 2, | |
| (Date of event which requires filing of this statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: | |
| ¨ | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 8 Pages) | |
______________________________
* 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 Reporting Persons are making this
filing voluntarily. This date reflects the date that the filing is being made rather than an event which requires the filing of
this Statement.
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 (the “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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Page 2 of 8 SEC Filing
| 1 | NAMES OF REPORTING PERSONS Oasis Management Company Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER – 0 – | ||
| 6 | SHARED VOTING POWER 389,060 | |||
| 7 | SOLE DISPOSITIVE POWER – 0 – | |||
| 8 | SHARED DISPOSITIVE POWER 389,060 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 389,060 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% | |||
| 12 | TYPE OF REPORTING PERSON OO | |||
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Page 3 of 8 SEC Filing
| 1 | NAMES OF REPORTING PERSONS Oasis Investments II Master Fund Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER – 0 – | ||
| 6 | SHARED VOTING POWER 389,060 | |||
| 7 | SOLE DISPOSITIVE POWER – 0 – | |||
| 8 | SHARED DISPOSITIVE POWER 389,060 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 389,060 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% | |||
| 12 | TYPE OF REPORTING PERSON OO | |||
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Page 4 of 8 SEC Filing
| 1 | NAMES OF REPORTING PERSONS Seth Fischer | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Germany | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER – 0 – | ||
| 6 | SHARED VOTING POWER 389,060 | |||
| 7 | SOLE DISPOSITIVE POWER – 0 – | |||
| 8 | SHARED DISPOSITIVE POWER 389,060 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 389,060 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
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Page 5 of 8 SEC Filing
| Item 1(a). | NAME OF ISSUER. |
| The name of the issuer is Comstock Resources, Inc. (the “Company“). |
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
| The Company’s principal executive offices are located at 5300 Town And Country Boulevard, Suite 500, Frisco, Texas 75034. |
| Item 2(a). | NAME OF PERSON FILING: |
| This statement is filed by: |
| (i) | Oasis Management Company Ltd., a Cayman Islands exempted company (“Oasis Management” or the “Investment Manager“), is the investment manager of Oasis Investments II Master Fund Ltd., a Cayman Islands exempted company (the “Oasis II Fund“), with respect to the shares of Common Stock (as defined below) held by the Oasis II Fund; | |
| (ii) | the Oasis II Fund, with respect to the shares of Common Stock held by it; and | |
| (iii) | Seth Fischer (“Mr. Fischer“), is responsible for the supervision and conduct of all investment activities of the Investment Manager, including all investment decisions with respect to the assets of the Oasis II Fund, with respect to the shares of Common Stock held by the Oasis II Fund. |
| The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” | |
| The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein. |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| The address of the business office of Mr. Fischer is c/o Oasis Compliance, Oasis Management (Hong Kong) LLC, 21st Floor, Man Yee Building, 68 Des Voeux Road, Central, Hong Kong. The address of the business office of each of Oasis Management and the Oasis II Fund is Ugland House, PO Box 309 Grand Cayman, KY1-110, Cayman Islands. |
| Item 2(c). | CITIZENSHIP: |
| Each of Oasis Management and the Oasis II Fund is a Cayman Islands exempted company. Mr. Fischer is a citizen of Germany. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Common Stock, $0.50 par value (the “Common Stock“). |
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Page 6 of 8 SEC Filing
| Item 2(e). | CUSIP NUMBER: |
| 205768203 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS 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) | ¨ | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | Parent holding company or control person in accordance with Rule 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 Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), specify |
| Item 4. | OWNERSHIP. |
| 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 Reporting Person. | ||
| The percentages used herein are calculated based upon 53,178,316 shares of Common Stock outstanding, as reflected in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Securities and Exchange Commission on February 26, 2016. |
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Page 7 of 8 SEC Filing
| 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 5 percent of the class of securities, check the following ý |
| 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. |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. |
| Item 10. | CERTIFICATION. |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below each Reporting Person certifies that, to the best of her or its 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. |
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Page 8 of 8 SEC Filing
SIGNATURES
After reasonable
inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: March 2, 2016
| Oasis Management CoMPANY Ltd. | |
| By: /s/ Phillip Meyer | |
| Name: Phillip Meyer | |
| Title: General Counsel | |
| Oasis Investments II Master Fund Ltd. | |
| By: /s/ Phillip Meyer | |
| Name: Phillip Meyer | |
| Title: Director | |
| s/ Seth Fischer | |
| SETH FISCHER |
