SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 21)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
Platinum Energy Resources, Inc. |
| (Name of Issuer) |
| |
Common Stock, $0.0001 par value per share |
| (Title of Class of Securities) |
| |
| 727659104 |
| (CUSIP Number) |
| |
Jeffrey A. Legault Cadwalader, Wickersham & Taft LLP One World Financial Center New York, NY 10281 (212) 504-6721 |
|
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| |
|
| (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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) 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 disclosures provided in a prior cover page.
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, as amended (“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. 727659104 |
11 | NAME OF REPORTING PERSON Syd Ghermezian |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x |
| 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) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada |
| NUMBER OF | 7 | SOLE VOTING POWER None |
SHARES BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 12,715,263 |
EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER None |
| WITH | 10 | SHARED DISPOSITIVE POWER 12,715,263 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,715,263 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.2% |
| 14 | TYPE OF REPORTING PERSON (See Instructions) IN |
CUSIP No. 727659104 |
11 | NAME OF REPORTING PERSON Pacific International Group Holdings LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x |
| 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) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Nevada |
| NUMBER OF | 7 | SOLE VOTING POWER 12,715,263 |
SHARES BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER None |
EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 12,715,263 |
| WITH | 10 | SHARED DISPOSITIVE POWER None |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,715,263 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.2% |
| 14 | TYPE OF REPORTING PERSON (See Instructions) OO |
This Amendment No. 21 is filed by Pacific International Group Holdings LLC (“Pacific”) and Syd Ghermezian (collectively, the “Reporting Persons”), and amends and supplements the statement on Schedule 13D (the “Statement”) originally filed with the Securities and Exchange Commission on September 12, 2007 by Braesridge Energy LLC (“BEL”) and Barry Kostiner, and amended by Amendment No. 1 on October 18, 2007, Amendment No. 2 on October 24, 2007, Amendment No. 3 on October 26, 2007, Amendment No. 4 on October 30, 2007, Amendment No. 5 o n November 27, 2007, Amendment No. 6 on November 30, 2007, Amendment No. 7 on December 6, 2007 and Amendment No. 8 on December 12, 2007, each filed by BEL and Mr. Kostiner; Amendment No. 9 on February 15, 2008 and Amendment No. 10 on March 5, 2008, each filed by BEL and Mr. Ghermezian; Amendment No. 11 on June 26, 2008 and Amendment No. 12 on November 24, 2008, each filed by BEL, Regent Venture V LLC (“Regent”) and Mr. Ghermezian; Amendment No. 13 on June 1, 2009, filed by Pacific, BEL, Regent and Mr. Ghermezian; and Amendment No. 14 on June 10, 2009, Amendment No. 15 on June 19, 2009, Amendment No. 16 on July 9, 2009, Amendment No. 17 on July 31, 2009, Amendment No. 18 on December 10, 2009, Amendment No. 19 on January 27, 2010 and Amendment No. 20 on February 19, 2010, each filed by Pacific and Mr. Ghermezian, with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of Platinum Energy Resources, Inc., a Delaware corporation (the “Issuer”). From and after the date hereof, all references in the Statement to the Statement or terms of similar import shall be deemed to refer to the Statement as amended and supplemented hereby.
Except as specifically provided herein, this Amendment No. 21 does not modify any of the information previously reported in the Statement, and unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Statement.
The Reporting Persons previously entered into the Joint Filing Agreement, a copy of which was filed as Exhibit 99.2 to Amendment No. 14 to the Statement, and which is incorporated herein by reference thereto.
Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that they constitute a “group” as such term is used in Section 13(d)(1)(k) of the rules and regulations under the Act.
ITEM 1. SECURITY AND ISSUER
Response unchanged.
ITEM 2. IDENTITY AND BACKGROUND
Response unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby supplemented as follows:
On March 5, 2010, Pacific agreed to acquire 933,130 shares of Common Stock from Barry Kostiner in exchange for a cash payment in the amount of $115,000 and a mutual release of all claims arising from previous agreements between Mr. Kostiner, on the one hand, and Pacific and certain of its affiliates, on the other hand (as more fully described in Item 5 herein), pursuant to a Mutual Release and Settlement Agreement. As such, the Reporting Persons may be deemed to be the beneficial owners of such shares of Common Stock.
Pacific’s working capital is the source of funds to be used for payment by Pacific to Mr. Kostiner in the aforementioned acquisition of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
Response unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby supplemented as follows:
Pacific may be deemed to be the direct beneficial owner with sole voting and dispositive power of 12,715,263 shares of Common Stock, representing in the aggregate 56.2% of the outstanding Common Stock.
The ultimate economic interest in Pacific is held by certain members of the Ghermezian family through their direct or indirect ownership of various entities that own Pacific. Mr. Ghermezian is the Manager of Pacific. As such, Mr. Ghermezian may be deemed to be the indirect beneficial owner with shared voting and dispositive power of the shares of Common Stock that Pacific may be deemed to beneficially own directly. Therefore, Mr. Ghermezian may be deemed to be the indirect beneficial owner with shared voting and dispositive power of 12,715,263 shares of Common Stock, representing in the aggregate 56.2% of the number of shares of Common Stock issued and outstanding.
The calculation of the foregoing percentages is made on the basis of there being (a) 22,070,762 shares of Common Stock outstanding as of November 11, 2009, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 plus (b) 535,713 shares of Common Stock issued by the Issuer pursuant to the Duncan Agreement, previously filed as Exhibit 99.4 to this statement, for an aggregate of 22,606,475 shares of Common Stock.
On March 5, 2010, Pacific agreed to acquire 933,130 shares of Common Stock from Barry Kostiner in exchange for a cash payment in the amount of $115,000 and a mutual release of all claims arising from previous agreements between Mr. Kostiner, on the one hand, and Pacific and certain of its affiliates, on the other hand, pursuant to a Mutual Release and Settlement Agreement. The released claims against Mr. Kostiner included claims related to disputed indebtedness of Mr. Kostiner under a promissory note in the amount of $1.5 million. However, the Reporting Persons believe that the value of such indebtedness was significantly less than the principal amount thereof as it was highly unlikely that any of the principal amount could have been collected.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Response unchanged.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Response unchanged.
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.
| | | |
| | | |
| | /s/ Syd Ghermezian | |
| | | Syd Ghermezian | |
| | | | |
| | | |
| PACIFIC INTERNATIONAL GROUP | |
| | | HOLDINGS LLC | |
| | By: | /s/ Syd Ghermezian | |
| | | Name: Syd Ghermezian | |
| | | Title: Manager | |
| | | | |
[Signature Page - Amendment No. 21 to Schedule 13D]
