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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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Natural Gas Services Group, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
63886Q109 (CUSIP Number) |
Mill Road Capital III, L.P. Attn: Thomas E. Lynch, 328 Pemberwick Road Greenwich, CT, 06831 203-987-3500 Peter M. Rosenblum, Esq. Foley Hoag LLP, 155 Seaport Blvd. Boston, MA, 02210 617-832-1151 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 63886Q109 |
| 1 |
Name of reporting person
Mill Road Capital III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
530,879.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 63886Q109 |
| 1 |
Name of reporting person
Mill Road Capital III GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
530,879.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 63886Q109 |
| 1 |
Name of reporting person
Thomas E. Lynch | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
530,879.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Natural Gas Services Group, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
404 Veterans Airpark Lane, Suite 300, Midland,
TEXAS
, 79705. | |
Item 1 Comment:
This Amendment No. 7 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Natural Gas Services Group, Inc., a Colorado corporation (the "Issuer"), filed by Mill Road Capital III, L.P., a Cayman Islands exempted limited partnership (the "Fund"), Mill Road Capital III GP LLC, a Cayman Islands limited liability company and the sole general partner of the Fund (the "GP"), and Thomas E. Lynch (together with the Fund and the GP, the "Reporting Persons") on January 4, 2021, as amended by Amendment No. 1 filed by the Reporting Persons on December 23, 2022, as amended by Amendment No. 2 filed by the Reporting Persons on March 10, 2023, as amended by Amendment No. 3 filed by the Reporting Persons on May 2, 2023, as amended by Amendment No. 4 filed by the Reporting Persons on November 25, 2024, as amended by Amendment No. 5 filed by the Reporting Persons on December 13, 2024, and as amended by Amendment No. 6 filed by the Reporting Persons on January 16, 2025 (such joint statement, as so amended and as amended herein, the "Schedule 13D"), amends the Schedule 13D as follows: | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D shall hereby be amended and restated in its entirety as follows:
The Reporting Persons acquired beneficial ownership of an aggregate of 530,879 shares of Common Stock for $5,650,619.65 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions. The purchase price of shares acquired pursuant to the assignment of standard American-style, exchange-traded put options ("Put Options") is not reduced by the premium received by the Reporting Persons upon sale of the Put Options. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Paragraphs (a) and (b) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Schedule 13D, are based on a total of 12,474,020 shares of the Common Stock issued and outstanding as of November 8, 2024, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended September 30, 2024. All of the share numbers reported below, and on each Reporting Person's cover page to this Schedule 13D, are as of January 23, 2025, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).
The Fund directly holds, and thus has sole voting and dispositive power over, 530,879 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares of Common Stock on behalf of the Fund, and Mr. Lynch has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Accordingly, each of the Reporting Persons beneficially owns 530,879 shares of Common Stock, or approximately 4.3% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 530,879 shares of Common Stock, or approximately 4.3% of the outstanding shares of Common Stock. Neither of Messrs. Petito nor Yanagi has beneficial ownership of any shares of Common Stock. | |
| (c) | Paragraph (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
(c) Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of Common Stock during the period (the "Reporting Period") from January 16, 2025 (the date on which Amendment No. 6 to the Schedule 13D was filed) to January 23, 2025:
Date of Sale Shares Sold Sale Price per Share ($)
01/17/2025* 9,500 $25.0000
01/17/2025* 51,100 $27.5000
01/17/2025 43,909 $27.9676
01/21/2025 106,511 $29.0997
01/22/2025 7,800 $29.1858
01/23/2025 4,865 $28.9516
*Effected pursuant to the assignment of Call Options (as defined in Item 6).
Except as otherwise described in this Schedule 13D, the above listed transactions were conducted in the ordinary course of business on the open market for cash, and the sale prices do not reflect brokerage commissions paid.
In addition, during the Reporting Period, the Fund sold the Call Options described in Item 6, which is incorporated by reference into this Item 5(c). | |
| (e) | On January 21, 2025, each Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The first paragraph and following table of Item 6 of the Schedule 13D shall hereby be amended and restated in full as follows:
The table below lists the standard American-style, exchange-traded call options ("Call Options") sold by the Fund during the Reporting Period, all of which are outstanding as of January 23, 2025. Each of the below listed transactions was conducted in the ordinary course of business on the open market for cash, and the sale prices do not reflect brokerage commissions paid.
Date of Sale Value per Underlying Share at which Call Options were Sold ($) Shares Underlying Call Options (100s) Call Options' Strike Price per Share ($) Call Options' Expiration Date
01/17/2025 $1.1838 235 $27.50 02/21/2025
01/17/2025 $1.0970 192 $30.00 04/17/2025
01/21/2025 $0.8500 5 $30.00 02/21/2025
01/21/2025 $2.4475 120 $27.50 03/21/2025
01/21/2025 $1.2143 211 $30.00 03/21/2025
01/21/2025 $2.6700 220 $27.50 04/17/2025
01/21/2025 $1.6016 183 $30.00 04/17/2025
01/22/2025 $1.2822 85 $30.00 03/21/2025
01/22/2025 $3.0000 8 $27.50 04/17/2025
01/23/2025 $1.2533 15 $30.00 03/21/2025 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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