UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K /A
Amendment No. 1
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 000-53178
RIDGEWOOD ENERGY V FUND, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 20-5941122 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 14 Philips Parkway, Montvale, NJ 07645 |
| (Address of principal executive offices) (Zip code) |
| |
| (800) 942-5550 |
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Shares of LLC Membership Interest
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | | Accelerated filer | o |
Non-accelerated filer | o | (Do not check if a smaller reporting company) | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o No x
There is no market for the shares of LLC Membership Interest in the Fund. As of August 23, 2010 there are 513.1226 shares of LLC Membership Interest outstanding.
EXPLANATORY NOTE
We filed our Annual Report on Form 10-K for the year ended December 31, 2009 on March 11, 2010 (the “Original Report”). We are filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) solely to revise Exhibit 99 to the Original Report. In the Original Report, the exhibit contained a statement limiting its use to Ridgewood Energy Corporation. The exhibit in this Amendment does not include any such limitation.
No other changes to the Original Report are included in this Amendment other than to provide currently dated certifications of our principal executive officer and principal financial officer.
This Amendment is being filed in response to a comment we received from the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) in connection with the staff’s review of the Original Report. We have made no attempt in this Amendment to modify or update the disclosures presented in the Original Report other than as noted above. Also, this Amendment does not reflect events occurring after the filing of the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report and our other filings with the SEC subsequent to the filing of the Original Report.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (3)
| EXHIBIT | | | | |
| NUMBER | | TITLE OF EXHIBIT | | METHOD OF FILING |
| | | | | |
| 3.1 | | Articles of Formation of Ridgewood Energy V Fund, LLC dated November 21, 2006 and filed with the Secretary of State of the State of Delaware on November 22, 2006 | | Incorporated by reference to the Fund's Form 10 filed on April 18, 2008 |
| | | | | |
| 3.2 | | Limited Liability Company Agreement between Ridgewood Energy Corporation and Investors of Ridgewood Energy V Fund, LLC dated January 3, 2007 | | Incorporated by reference to the Fund's Form 10 filed on April 18, 2008 |
| | | | | |
| 31.1 | | Certification of Robert E. Swanson, Chief Executive Officer of the Fund, pursuant to Securities Exchange Act Rule 13a-14(a) | | Filed herewith |
| | | | | |
| 31.2 | | Certification of Kathleen P. McSherry, Chief Financial Officer of the Fund, pursuant to Securities Exchange Act Rule 13a-14(a) | | Filed herewith |
| | | | | |
| 32 | | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Robert E. Swanson, Chief Executive Officer of the Fund and Kathleen P. McSherry, Chief Financial Officer of the Fund | | Filed herewith |
| | | | | |
| 99 | | Report of Ryder Scott Company, L.P. | | Filed herewith |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | RIDGEWOOD ENERGY V FUND, LLC | |
| | | |
| | | | |
| By: | /s/ ROBERT E. SWANSON | |
| | | Robert E. Swanson | |
| | | Chief Executive Officer (Principal Executive Officer) | |
| | | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Capacity | Date |
| | | August 23, 2010 |
| /s/ ROBERT E. SWANSON | Chief Executive Officer (Principal Executive Officer) |
| Robert E. Swanson | |
| | | |
| | | |
| /s/ KATHLEEN P. MCSHERRY | Executive Vice President and Chief Financial Officer (Principal Accounting Officer) | August 23, 2010 |
| Kathleen P. McSherry | |
| | | |
| RIDGEWOOD ENERGY CORPORATION | | |
| | | |
| BY: /s/ ROBERT E. SWANSON | Chief Executive Officer of Manager | August 23, 2010 |
| Robert E. Swanson | | |
| | | |
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