UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CROSSTEX ENERGY, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
22765Y104
(CUSIP Number)
Philip Falcone
450 Park Avenue, 30th Floor
New York, NY 10022
(212) 339-5100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 29, 2011
(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 statement because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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).
| | SCHEDULE 13D | |
| CUSIP No.: 22765Y104 | | | Page 2 of 9 Pages |
1. | Names of Reporting Persons. HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. |
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) [ ] |
6. | Citizenship or Place of Organization Cayman Islands |
Number of Shares Beneficially Owned by Each Reporting Persons With | 7. | Sole Voting Power 0 |
8. | Shared Voting Power 3,563,000 |
9. | Sole Dispositive Power 0 |
10. | Shared Dispositive Power 3,563,000 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,563,000 |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
13. | Percent of Class Represented by Amount in Row (11) 7.6% |
14. | Type of Reporting Person: CO |
| | SCHEDULE 13D | |
| CUSIP No.: 22765Y104 | | | Page 3 of 9 Pages |
1. | Names of Reporting Persons. HARBINGER CAPITAL PARTNERS 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 Delaware |
Number of Shares Beneficially Owned by Each Reporting Persons With | 7. | Sole Voting Power 0 |
8. | Shared Voting Power 3,563,000 |
9. | Sole Dispositive Power 0 |
10. | Shared Dispositive Power 3,563,000 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,563,000 |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
13. | Percent of Class Represented by Amount in Row (11) 7.6% |
14. | Type of Reporting Person: CO |
| | SCHEDULE 13D | |
| CUSIP No.: 22765Y104 | | | Page 4 of 9 Pages |
| 1. | Names of Reporting Persons. HARBINGER HOLDINGS, 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 Delaware |
Number of Shares Beneficially Owned by Each Reporting Persons With | 7. | Sole Voting Power 0 |
8. | Shared Voting Power 3,563,000 |
9. | Sole Dispositive Power 0 |
10. | Shared Dispositive Power 3,563,000 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,563,000 |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
13. | Percent of Class Represented by Amount in Row (11) 7.6% |
14. | Type of Reporting Person: CO |
| | SCHEDULE 13D | |
| CUSIP No.: 22765Y104 | | | Page 5 of 9 Pages |
| 1. | Names of Reporting Persons. PHILIP FALCONE |
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 of America |
Number of Shares Beneficially Owned by Each Reporting Persons With | 7. | Sole Voting Power 0 |
8. | Shared Voting Power 3,563,000 |
9. | Sole Dispositive Power 0 |
10. | Shared Dispositive Power 3,563,000 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,563,000 |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
13. | Percent of Class Represented by Amount in Row (11) 7.6% |
14. | Type of Reporting Person: IN |
| | SCHEDULE 13D | |
| CUSIP No.: 22765Y104 | | | Page 6 of 9 Pages |
| Item 1. | Security and Issuer |
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This Amendment No. 1 to Schedule 13D is being filed by the undersigned, pursuant to §240.13d-2(a), to amend the Schedule 13D filed by the Reporting Persons on November 17, 2010 with respect to the Common Stock, par value $0.01 per share (the “Shares”), of Crosstex Energy, Inc. (“Crosstex” or the “Issuer”), whose principal executive offices are located at 2501 Cedar Springs, Dallas, TX 75201.
| Item 2. | Identity and Background |
No material change.
| Item 3. | Source and Amount of Funds or Other Consideration |
No material change.
| Item 4. | Purpose of Transaction |
No material change.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a, b) The aggregate number of Shares and the percentage of total outstanding Shares beneficially owned by the Reporting Persons as of August 1, 2011 is set forth below:
| Reporting Person | Number of Shares Beneficially Owned* | Percentage of Outstanding Shares | Number of Outstanding Shares** |
| Master Fund | 3,563,000 | 7.6% | 47,096,709 |
| Harbinger LLC | 3,563,000 | 7.6% | |
| Harbinger Holdings | 3,563,000 | 7.6% | |
| Mr. Falcone | 3,563,000 | 7.6% | |
* The beneficial ownership for which each figure is provided in this column is the shared, not sole, power to vote or to direct the vote, and the shared, not sole, power to dispose or to direct the disposition, of the Shares.
** This figure is based on 47,096,709 Shares outstanding (as of April 26, 2011, according to the Issuer’s most recent Form 10-Q, filed on May 6, 2011).
(c) On July 27, 2011, the Master Fund completed the sale of 500,000 Shares in the open market. On July 29, 2011, the Master Fund completed the sale of 250,000 Shares in the open market, thereby decreasing by more than 1% the percentage of the Shares beneficially owned by the Reporting Persons, as reported in the Schedule 13D filed on November 17, 2010, and triggering a Schedule 13D amendment filing obligation pursuant to §240.13d-2(a). On August 1, 2011, the Master Fund completed the sale of 287,000 Shares in the open market. There were no other transactions in the Shares by the Reporting Persons in the past sixty days.
(d) This Item 5(d) is not applicable.
(e) This Item 5(e) is not applicable.
| | SCHEDULE 13D | |
| CUSIP No.: 22765Y104 | | | Page 7 of 9 Pages |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
This Item 6 is not applicable.
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A: Joint Filing Agreement
| | SCHEDULE 13D | |
| CUSIP No.: 22765Y104 | | | Page 8 of 9 Pages |
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.
| | HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. |
| | By: HARBINGER CAPITAL PARTNERS LLC |
| | By: HARBINGER HOLDINGS, LLC, Manager |
By: /s/ Philip Falcone
Name: Philip Falcone
Title: Managing Member
HARBINGER CAPITAL PARTNERS LLC
By: HARBINGER HOLDINGS, LLC, Manager
By: /s/ Philip Falcone
Name: Philip Falcone
Title: Managing Member
By: /s/ Philip Falcone
August 2, 2011
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
| | SCHEDULE 13D | |
| CUSIP No.: 22765Y104 | | | Page 9 of 9 Pages |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $0.01 per share, of Crosstex Energy, Inc., dated as of August 2, 2011 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
| | HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. By: HARBINGER CAPITAL PARTNERS LLC |
| | By: HARBINGER HOLDINGS, LLC, Manager |
By: /s/ Philip Falcone
Name: Philip Falcone
Title: Managing Member
HARBINGER CAPITAL PARTNERS LLC
By: HARBINGER HOLDINGS, LLC, Manager
By: /s/ Philip Falcone
Name: Philip Falcone
Title: Managing Member
By: /s/ Philip Falcone
August 2, 2011
