UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Crosstex Energy, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
22765Y 10 4
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(CUSIP Number)
with a copy to:
David C. Kuehl
c/o Lubar & Co., Incorporated
700 North Water Street, Suite 1200
Milwaukee, Wisconsin 53202
(414) 291-9000
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
May 22, 2013
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(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. [X]
*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).
CUSIP No. 22765Y 10 4
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1. Names of Reporting Person
Sheldon B. Lubar
I.R.S. Identification Nos. of Above Person (Entities Only)
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
PF and OO
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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
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. Sole Voting Power 47,333 (See Item 5) ——————————————————————————— |
8. Shared Voting Power 2,226,659 (See Item 5) ——————————————————————————— |
9. Sole Dispositive Power 47,333 (See Item 5) ——————————————————————————— |
10. Shared Dispositive Power 2,226,659 (See Item 5) |
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,273,992 (See Item 5)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Item 5)
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13. Percent of Class Represented by Amount in Row (11)
4.8% (See Item 5)
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14. Type of Reporting Person
IN
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CUSIP No. 22765Y 10 4
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1. Names of Reporting Person
David J. Lubar
I.R.S. Identification Nos. of Above Person (Entities Only)
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
PF and OO
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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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. Sole Voting Power 0 (See Item 5) ——————————————————————————— |
8. Shared Voting Power 2,226,659 (See Item 5) ——————————————————————————— |
9. Sole Dispositive Power 0 (See Item 5) ——————————————————————————— |
10. Shared Dispositive Power 2,226,659 (See Item 5) |
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,226,659 (See Item 5)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Item 5)
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13. Percent of Class Represented by Amount in Row (11)
4.7% (See Item 5)
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14. Type of Reporting Person
IN
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Explanatory Note:
This Amendment No. 4 amends and supplements the Schedule 13D filed on January 22, 2009 by Sheldon B. Lubar and David J. Lubar (the "Schedule 13D"), as amended by Amendment No. 1 filed on February 25, 2009 by Sheldon B. Lubar and David J. Lubar ("Amendment No. 1"), Amendment No. 2 filed on January 18, 2012 by Sheldon B. Lubar and David J. Lubar ("Amendment No. 2") and Amendment No. 3 filed on February 3, 2012 by Sheldon B. Lubar and David J. Lubar ("Amendment No. 3" and together with Amendment No. 1 and Amendment No 2, the "Amendments"), and it is being filed to reflect recent sales of shares of Issuer Common Stock by Lubar Equity Fund, LLC which has resulted in each of the Reporting Persons beneficially owning less than 5% of the outstanding shares of Issuer Common Stock. Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D and the Amendments. Capitalized terms used but not otherwise defined in this document have the meanings ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby deleted and replaced with the following:
As of May 24, 2013, the Issuer has issued to Sheldon B. Lubar 47,333 shares of Issuer Common Stock.
As of May 24, 2013, Lubar Nominees, a Wisconsin general partnership, holds 1,590,144 shares of Issuer Common Stock. Such shares were purchased from the Issuer or from shareholders of the Issuer, for cash from the personal funds of Lubar Nominees' general partners and other members of the Lubar family and family trusts for whom Lubar Nominees holds shares. The Reporting Persons are general partners of Lubar Nominees, and as a result the Reporting Persons may be deemed to beneficially own the shares of Issuer Common Stock held by Lubar Nominees. Each of Sheldon B. Lubar and David J. Lubar disclaims beneficial ownership of all shares of Issuer Common Stock held by Lubar Nominees except to the extent of his pecuniary interest therein.
As of May 24, 2013, The Lubar Family Foundation, Inc. ("LFF"), a Wisconsin non-stock corporation, holds 376,800 shares of Issuer Common Stock. Such shares were gifted from Lubar Nominees. The Reporting Persons are directors of LFF, and as a result, the Reporting Persons may be deemed to beneficially own the shares of Issuer Common Stock held by LFF. Each of Sheldon B. Lubar and David J. Lubar disclaims beneficial ownership of all shares of Issuer Common Stock held by LFF except to the extent of his pecuniary interest therein.
As of May 24, 2013, Lubar Equity Fund, LLC ("LEF"), a Wisconsin limited liability company, holds 259,715 shares of Issuer Common Stock. Such shares were purchased from the Issuer in private placements or from shareholders of the Issuer in private transactions, for cash from the working capital of LEF. The Reporting Persons are the directors and officers of Lubar & Co., Incorporated, the manager of LEF, and as a result may be deemed to beneficially own the shares of Issuer Common Stock held by LEF. Each of Sheldon B. Lubar and David J. Lubar disclaims beneficial ownership of all shares of Issuer Common Stock held by LEF except to the extent of his pecuniary interest therein.
Item 5. Interest in Securities of the Issuer
As of May 24, 2013, Sheldon B. Lubar beneficially owns 47,333 shares of Issuer Common Stock with sole voting and dispositive power, and he beneficially owns 2,226,659 shares of Issuer Common Stock with shared voting and dispositive power, consisting of 1,590,144 shares held by Lubar Nominees, 376,800 shares held by LFF and 259,715 shares held by LEF. In the aggregate, Sheldon B. Lubar beneficially owns 2,273,992 shares of Issuer Common Stock, representing 4.8% of the outstanding shares of Issuer Common Stock (based on 47,599,511 shares of Issuer Common Stock outstanding on April 25, 2013, as disclosed by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (the "Commission") on May 9, 2013).
As of May 24, 2013, David J. Lubar beneficially owns 2,226,659 shares of Issuer Common Stock with shared voting and dispositive power, consisting of 1,590,144 shares held by Lubar Nominees, 376,800 shares held by LFF and 259,715 shares held by LEF, representing 4.7% of the outstanding shares of Issuer Common Stock (based on 47,599,511 shares of Issuer Common Stock outstanding on April 25, 2013, as disclosed by the Issuer in its Form 10-Q filed with the Commission on May 9, 2013).
Each of Sheldon B. Lubar and David J. Lubar disclaims beneficial ownership of all shares of Issuer Common Stock held by Lubar Nominees, LFF or LEF except to the extent of his pecuniary interest therein.
Through May 24, 2013, LEF sold the following shares of Issuer Common Stock in open market transactions on the NASDAQ Stock Market during the past sixty days:
| Trade Date | Shares Sold | Average Price Per Share |
| 5/15/2013 | 200 | $20.011 |
| 5/16/2013 | 29,300 | $19.952 |
| 5/17/2013 | 47,761 | $20.023 |
| 5/20/2013 | 4,087 | $20.124 |
| 5/21/2013 | 75,000 | $21.125 |
| 5/22/2013 | 30,866 | $20.886 |
| 5/23/2013 | 25,000 | $20.617 |
| 5/24/2013 | 63,542 | $20.618 |
| Total | 275,756 | |
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1The price reported above is the weighted average transaction price. The range of prices for such transaction is $20.00 to $20.01. Upon request by the Commission staff, the Report Persons will provide full information regarding the number of shares sold at each separate price.
2The price reported above is the weighted average transaction price. The range of prices for such transaction is $19.87 to $20.05. Upon request by the Commission staff, the Report Persons will provide full information regarding the number of shares sold at each separate price.
3 The price reported above is the weighted average transaction price. The range of prices for such transaction is $19.90 to $20.26. Upon request by the Commission staff, the Report Persons will provide full information regarding the number of shares sold at each separate price.
4The price reported above is the weighted average transaction price. The range of prices for such transaction is $20.00 to $20.17. Upon request by the Commission staff, the Report Persons will provide full information regarding the number of shares sold at each separate price.
5The price reported above is the weighted average transaction price. The range of prices for such transaction is $20.70 to $21.57. Upon request by the Commission staff, the Report Persons will provide full information regarding the number of shares sold at each separate price.
6The price reported above is the weighted average transaction price. The range of prices for such transaction is $20.86 to $21.11. Upon request by the Commission staff, the Report Persons will provide full information regarding the number of shares sold at each separate price.
7The price reported above is the weighted average transaction price. The range of prices for such transaction is $20.60 to $20.71. Upon request by the Commission staff, the Report Persons will provide full information regarding the number of shares sold at each separate price.
8The price reported above is the weighted average transaction price. The range of prices for such transaction is $20.60 to $20.65. Upon request by the Commission staff, the Report Persons will provide full information regarding the number of shares sold at each separate price.
As of May 22, 2013, each of the Reporting Persons ceased to be a beneficial owner of more than 5% of the outstanding shares of Issuer Common Stock, and accordingly, this is the Report Persons' final amendment to the Schedule 13D.
SIGNATURES
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.
Dated as of May 28, 2012.
| | /s/ Sheldon B. Lubar Sheldon B. Lubar |
| | |
| | /s/ David J. Lubar David J. Lubar |
