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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Vertex Energy, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
92534K107 (CUSIP Number) |
David Maryles BlackRock Inc., 50 Hudson Yards, New York, NY, 10001 (212) 810-5800 (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. | 92534K107 |
| 1 |
Name of reporting person
BlackRock, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 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
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
EXPLANATORY NOTE
This Amendment No. 3 (this "Amendment No. 3") amends and supplements the Schedule 13D (as so amended, the "Schedule 13D") filed with the Securities and Exchange Commission (the "SEC") on July 31, 2024, as amended by Amendment No. 1 on August 27, 2024 and Amendment No. 2 on September 26, 2024, by BlackRock relating to the common stock, par value $0.001 per share, outstanding prior to the Effective Date of the Plan (each as defined below) (the "Common Stock") of Vertex Energy, Inc., a Nevada corporation (the "Issuer"). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to them in the Schedule 13D.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Vertex Energy, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1331 Gemini Street, Suite 250, Houston,
TEXAS
, 77058. |
| Item 2. | Identity and Background |
| (b) | The information in Items 2(b)-(c) and Item 2(f) is hereby amended and restated in its entirety to read as follows:
Current information concerning the identity and background of each of the executive officers and directors of BlackRock, as well as applicable additional information called for by Items 3 through 6, is set forth on Annex A (collectively, the "Covered Persons"), attached hereto and incorporated herein by reference. |
| (c) | See Item 2(b). |
| (f) | See Item 2(b). |
| Item 4. | Purpose of Transaction |
The information in Item 4 is hereby amended by adding the following immediately after the twenty-fifth paragraph thereof:
On September 24, 2024 the Company Parties filed Chapter 11 Cases in the Bankruptcy Court seeking relief under the Bankruptcy Code. On December 20, 2024, the Company Parties filed with the Bankruptcy Court the Plan, and on December 20, 2024 the Bankruptcy Court entered an order confirming the Plan (the "Confirmation Order"). On January 21, 2025 (the "Effective Date"), the Plan became effective in accordance with its terms and the Company Parties emerged from the Chapter 11 Cases. As part of the transaction undertaken pursuant to the Plan, on the Effective Date and in connection with the effectiveness of, and in accordance with the terms of, the Plan and the Confirmation Order, the Issuer's outstanding Common Stock and all warrants to purchase the Issuer's Common Stock and any other equity-based instruments issued and outstanding immediately prior to the Effective Date were deemed cancelled, released, extinguished and of no further force or effect. Pursuant to the Plan and following the cancellation of Company's Common Stock and other equity interests on the Effective Date described above, the reorganized company issued new common equity interests to holders of Allowed DIP Claims (as defined in the Plan) and Allowed Term Loan Claims (as defined in the Plan), including the Managed Accounts.
On January 21, 2025, upon the occurrence of the Effective Date under the Plan, the Restructuring Support Agreement terminated in accordance with its terms. As a result of the foregoing, any "group," as such term is used in Rule 13d-5 under the Act, that may be deemed to have been formed with the other parties to the Restructuring Support Agreement who beneficially owned shares of the Common Stock prior to the Effective Date of the Plan terminated on January 21, 2025. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information in Items 5(a) and (b) is hereby amended and restated in its entirety to read as follows:
The responses of BlackRock to Rows (7) through (11), and (13) of the cover page of this Amendment No. 3 are incorporated herein by reference. See Annex A for applicable information regarding Covered Persons. |
| (b) | See Item 5(a). |
| (c) | The information in Item 5(c) is hereby amended and restated in its entirety to read as follows:
Except with respect to the cancellation of the Common Stock as part of the Plan, as described above, there were no transactions in the Common Stock of the Issuer effected during the past 60 days by the persons identified in Item 2 above. |
| (e) | The information in Item 5(e) is hereby amended and restated in its entirety to read as follows:
As of January 21, 2025, BlackRock ceased to beneficially own more than five percent of the Issuer's Common Stock. |
| 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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