Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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).
Item 1.
| (a) | Name of Issuer Synergy Resources Corporation |
| | |
| (b) | Address of Issuer’s Principal Executive Offices 20203 Highway 60 Platteville, Colorado 80651 |
Item 2.
| (a) | Name of Person Filing Bayswater Blenheim Holdings, LLC (“BBH”)
Bayswater Blenheim Holdings II, LLC (“BBHII”) Bayswater Exploration & Production, LLC (“BEP”) |
| | |
| (b) | Address of the Principal Office or, if none, residence BBH and BBHII: 300 Connell Drive Suite 5200 Berkeley Heights, NJ 07922 |
| | BEP: 730 17th Street Suite 610 Denver, Colorado 80202 |
| (c) | Citizenship BBH: USA (Delaware) BBHII: USA (Delaware) BEP: USA (Colorado) |
| | |
| (d) | Title of Class of Securities Common Stock |
| | |
| (e) | CUSIP Number 87164P103 |
CUSIP No. 87164P103 | 13G | Page 3 of 5 Pages |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| | | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| | | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| | | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| | | |
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | | Amount beneficially owned: 4,648,136 |
| | | | |
| (b) | | Percent of class: 4.47% |
| | | | |
| (c) | | Number of shares as to which the person has: |
| | | | |
| | | (i) | Sole power to vote or to direct the vote BBH: 3,794,678 BBHII: 230,236 BEP: 623,222 Total: 4,648,136 |
| | | | |
| | | (ii) | Shared power to vote or to direct the vote. |
| | | | 0 |
| | | (iii) | Sole power to dispose or to direct the disposition of BBH: 3,794,678 BBHII: 230,236 BEP: 623,222 Total: 4,648,136 |
| | | | |
| | | (iv) | Shared power to dispose or to direct the disposition of. |
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
CUSIP No. 87164P103 | 13G | Page 4 of 5 Pages |
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
Bayswater Blenheim Holdings, LLC – a limited liability company
Bayswater Blenheim Holdings II, LLC – a limited liability company
Bayswater Exploration & Production, LLC – a limited liability company
Item 9. Notice of Dissolution of Group.
Bayswater Exploration & Production, LLC is no longer acting as a Group with Bayswater Blenheim Holdings, LLC and Bayswater Blenheim Holdings II, LLC.
Item 10. Certification.
| (a) | | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
| | | |
| | | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| | | |
| (b) | | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
| | | |
| | | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 87164P103 | 13G | Page 5 of 5 Pages |
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.
| April 30, 2015 |
| Date |
| |
| /s/ Guy Castranova |
| Signature |
| |
| Guy Castranova, Managing Director, Blenheim Natural Resources Management, LLC, Manager of Blenheim Natural Resources Fund, LLC, Member of Bayswater Blenheim Holdings, LLC |
| Name/Title |
| |
| /s/ Guy Castranova |
| Signature |
| |
| Guy Castranova, Managing Director, Blenheim Natural Resources Management, LLC, Manager of Blenheim Natural Resources Fund, LLC, Member of Bayswater Blenheim HoldingsII, LLC |
| Name/Title |
| |
| /s/ Stephen M. Struna |
| Signature |
| |
| Stephen M. Struna, President of Bayswater Exploration & Production, LLC |
| Name/Title |