SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Amendment No. 3
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Rhino Resource Partners LP
(Name of Issuer)
Common Units
(Title of Class of Securities)
76218Y 10 3
(CUSIP Number)
Arthur H. Amron, Esq.
Wexford Capital LP
411 West Putnam Avenue
Greenwich, CT
(203) 862-7012
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 4, 2013
(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), 13d-1(f) or 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 for other parties to whom copies are to be sent.
(Continued on following pages)
CUSIP No. 76218Y 10 3 Page of 10
1 | Name of Reporting Person Wexford Capital LP | ||
2 | Check the appropriate box if a member of a group* (a) o (b) ¨ | ||
3 | SEC use only | ||
4 | Source of Funds OO | ||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | ||
6 | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power | |
8 | Shared Voting Power 16,095,053 units | ||
9 | Sole Dispositive Power | ||
10 | Shared Dispositive Power 16,095,053 units | ||
11 | Aggregate Amount Beneficially Owned by each Reporting Person 16,095,053 units* | ||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||
13 | Percent of Class Represented by Amount in Row (11) 55.37%** | ||
14 | Type of Reporting Person PN |
* Amount of securities beneficially owned includes 6,639,801 common units representing limited partner interests (each, a “Common Unit”) in Rhino Resource Partners LP (the “Partnership”) and 9,455,252 subordinated units representing limited partner interests in the Partnership (each, a “Sub Unit,” and together with the Common Units, the “Units”). The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”).
** Calculation of percentage based on a total of 16,672,286 Common Units and 12,397,000 Sub Units for a total of 29,069,286 Units outstanding, which, based upon information provided by the Company in writing on October 15, 2013 is the number of Common Units and Subordinated Units issued and outstanding.
CUSIP No. 76218Y 10 3 Page of 10
1 | Name of Reporting Person Wexford GP LLC �� | ||
2 | Check the appropriate box if a member of a group* (a) o (b) ¨ | ||
3 | SEC use only | ||
4 | Source of Funds OO | ||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | ||
6 | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power | |
8 | Shared Voting Power 16,095,053 units | ||
9 | Sole Dispositive Power | ||
10 | Shared Dispositive Power 16,095,053 units | ||
11 | Aggregate Amount Beneficially Owned by each Reporting Person 16,095,053 units* | ||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||
13 | Percent of Class Represented by Amount in Row (11) 55.37%** | ||
14 | Type of Reporting Person OO |
* Amount of securities beneficially owned includes 6,639,801 Common Units and 9,455,252 Sub Units. The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Partnership Agreement.
** Calculation of percentage based on a total of 16,672,286 Common Units and 12,397,000 Sub Units for a total of 29,069,286 Units outstanding, which, based upon information provided by the Company in writing on October 15, 2013 is the number of Common Units and Subordinated Units issued and outstanding.
CUSIP No. 76218Y 10 3 Page of 10
1 | Name of Reporting Person Charles E. Davidson | ||
2 | Check the appropriate box if a member of a group* (a) o (b) ¨ | ||
3 | SEC use only | ||
4 | Source of Funds OO | ||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | ||
6 | Citizenship or Place of Organization United States | ||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 1,183,012* units* | |
8 | Shared Voting Power 16,095,053 units | ||
9 | Sole Dispositive Power 1,183,012* units* | ||
10 | Shared Dispositive Power 16,095,053 units | ||
11 | Aggregate Amount Beneficially Owned by each Reporting Person 17,278,065 units** | ||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||
13 | Percent of Class Represented by Amount in Row (11) 59.44%*** | ||
14 | Type of Reporting Person IN |
* Amount of securities with sole voting and dispositive power owned includes 486,744 Common Units and 696,268 Sub Units. The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Partnership Agreement.
** Amount of securities beneficially owned includes 7,126,545 Common Units and 10,151,520 Sub Units. The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Partnership Agreement.
*** Calculation of percentage based on a total of 16,672,286 Common Units and 12,397,000 Sub Units for a total of 29,069,286 Units outstanding, which, based upon information provided by the Company in writing on October 15, 2013 is the number of Common Units and Subordinated Units issued and outstanding.
CUSIP No. 76218Y 10 3 Page of 10
1 | Name of Reporting Person Joseph M. Jacobs | ||
2 | Check the appropriate box if a member of a group* (a) o (b) ¨ | ||
3 | SEC use only | ||
4 | Source of Funds OO | ||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | ||
6 | Citizenship or Place of Organization United States | ||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 342,608 units* | |
8 | Shared Voting Power 16,095,053 units | ||
9 | Sole Dispositive Power 342,608 units* | ||
10 | Shared Dispositive Power 16,095,053 units | ||
11 | Aggregate Amount Beneficially Owned by each Reporting Person 16,437,661units** | ||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||
13 | Percent of Class Represented by Amount in Row (11) 56.55%*** | ||
14 | Type of Reporting Person IN |
* Amount of securities with sole voting and dispositive power owned includes 140,966 Common Units and 201,642 Sub Units. The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Partnership Agreement.
** Amount of securities beneficially owned includes 6,780,767 Common Units and 9,656,894 Sub Units. The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Partnership Agreement.
*** Calculation of percentage based on a total of 16,672,286 Common Units and 12,397,000 Sub Units for a total of 29,069,286 Units outstanding, which, based upon information provided by the Company in writing on October 15, 2013 is the number of Common Units and Subordinated Units issued and outstanding.
CUSIP No. 76218Y 10 3 Page of 10
1 | Name of Reporting Person Rhino Energy Holdings LLC | ||
2 | Check the appropriate box if a member of a group* (a) o (b) ¨ | ||
3 | SEC use only | ||
4 | Source of Funds OO | ||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | ||
6 | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power | |
8 | Shared Voting Power 14,607,752 units | ||
9 | Sole Dispositive Power | ||
10 | Shared Dispositive Power 14,607,752 units | ||
11 | Aggregate Amount Beneficially Owned by each Reporting Person 14,607,752 units* | ||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||
13 | Percent of Class Represented by Amount in Row (11) 50.25%** | ||
14 | Type of Reporting Person HC |
* Amount of securities beneficially owned includes 6,010,265 Common Units and 8,597,487 Sub Units. The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Partnership Agreement.
** Calculation of percentage based on a total of 16,672,286 Common Units and 12,397,000 Sub Units for a total of 29,069,286 Units outstanding, which, based upon information provided by the Company in writing on October 15, 2013 is the number of Common Units and Subordinated Units issued and outstanding.
CUSIP No. 76218Y 10 3 Page of 10
1 | Name of Reporting Person Rhino Resource Holdings LLC | ||
2 | Check the appropriate box if a member of a group* (a) o (b) ¨ | ||
3 | SEC use only | ||
4 | Source of Funds OO | ||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | ||
6 | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power | |
8 | Shared Voting Power 1,457,396 units | ||
9 | Sole Dispositive Power | ||
10 | Shared Dispositive Power 1,457,396 units | ||
11 | Aggregate Amount Beneficially Owned by each Reporting Person 1,457,396 units* | ||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||
13 | Percent of Class Represented by Amount in Row (11) 5.01%** | ||
14 | Type of Reporting Person HC |
* Amount of securities beneficially owned includes 599,631 Common Units and 857,765 Sub Units. The Sub Units will convert into Common Units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Partnership Agreement.
** Calculation of percentage based on a total of 16,672,286 Common Units and 12,397,000 Sub Units for a total of 29,069,286 Units outstanding, which, based upon information provided by the Company in writing on October 15, 2013 is the number of Common Units and Subordinated Units issued and outstanding.
CUSIP No. 76218Y 10 3 Page of 10
SCHEDULE 13D
This Amendment No. 3 to Schedule 13D modifies and supplements the Schedule 13D (the “Original Statement”) initially filed on February 14, 2011, as amended by Amendment No. 1 filed on January 5, 2012 and amended by Amendment No. 2 filed on January 10, 2013 (the Original Statement, as amended, the “Statement”) with respect to the common units representing limited partner interests (each, a “Common Unit”) of Rhino Resource Partners LP (the “Partnership”). Except to the extent provided by the information contained in this Amendment No. 3, the Statement, as amended as provided above, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.
Item 3. Sources and Amount of Funds or Other Consideration
Item 3 is hereby further supplemented by adding the following:
On October 4, 2013, Wexford Capital, on behalf of the services of Wexford Capital-affiliated directors on the board of directors of the General Partner, was granted an additional 10,165 common units subject to the terms and conditions set forth in Rhino’s Long-Term Incentive Plan. These additional units are subject to vesting as follows: 2,540 units vested on the grant date, 2,540 units will vest on January 1, 2014, 2,540 units will vest on April 1, 2014 and 2,545 units will vest on July 1, 2014.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety with the following:
(a) – (b) The aggregate number and percentage of shares of Common Units beneficially owned by the Reporting Persons (on the basis of a total of 29,069,286 Units outstanding, which, based upon information provided by the Company in writing on October 15, 2013, is the number of Common Units and Subordinated Units issued and outstanding.) are as follows:
Rhino Energy Holdings LLC
a) | Amount beneficially owned: 14,607,752 Percentage: 50.25% |
b) | Number of shares to which the Reporting Person has: |
i. | Sole power to vote or to direct the vote: |
ii. | Shared power to vote or to direct the vote: 14,607,752 |
iii. | Sole power to dispose or to direct the disposition of: |
iv. | Shared power to dispose or to direct the disposition of: 14,607,752 |
Rhino Resource Holdings LLC
(a) | Amount beneficially owned: 1,457,396 | Percentage: 5.01% |
c) | Number of shares to which the Reporting Person has: |
i. | Sole power to vote or to direct the vote: |
ii. | Shared power to vote or to direct the vote:1,457,396 |
iii. | Sole power to dispose or to direct the disposition of: |
iv. | Shared power to dispose or to direct the disposition of: 1,457,396 |
Wexford Capital LP
a) | Amount beneficially owned: 16,095,053 Percentage: 55.37% |
b) | Number of shares to which the Reporting Person has: |
i. | Sole power to vote or to direct the vote: 16,095,053 |
ii. | Shared power to vote or to direct the vote: |
iii. | Sole power to dispose or to direct the disposition of: 16,095,053 |
iv. | Shared power to dispose or to direct the disposition of: |
Wexford GP LLC
a) | Amount beneficially owned: 16,095,053 Percentage: 55.37% |
b) | Number of shares to which the Reporting Person has: |
i. | Sole power to vote or to direct the vote: 16,095,053 |
ii. | Shared power to vote or to direct the vote: |
iii. | Sole power to dispose or to direct the disposition of: |
iv. | Shared power to dispose or to direct the disposition of: 16,095,053 |
Charles E. Davidson
a) | Amount beneficially owned: 17,278,065 Percentage: 59.44% |
b) | Number of shares to which the Reporting Person has: |
i. | Sole power to vote or to direct the vote: 1,183,012 |
ii. | Shared power to vote or to direct the vote: 16,095,053 |
iii. | Sole power to dispose or to direct the disposition of: 1,183,012 |
iv. | Shared power to dispose or to direct the disposition of: 16,095,053 |
Joseph M. Jacobs
a) | Amount beneficially owned: 16,437,661 Percentage: 56.55% |
b) | Number of shares to which the Reporting Person has: |
i. | Sole power to vote or to direct the vote: 342,608 |
ii. | Shared power to vote or to direct the vote: 16,095,053 |
iii. | Sole power to dispose or to direct the disposition of: 342,608 |
iv. | Shared power to dispose or to direct the disposition of: 16,095,053 |
The total Units reported as beneficially owned by each of Wexford Capital, Wexford GP, Mr. Davidson and Mr. Jacobs include the Units reported as beneficially owned by Rhino Holdings and Resource Holdings. Wexford Capital serves as manager for Rhino Holdings and Resource Holdings and as such may be deemed to share beneficial ownership of the Units beneficially owned by Rhino Holdings and Resource Holdings, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Wexford GP, as the general partner of Wexford Capital, may be deemed to share beneficial ownership of the Units beneficially owned by Rhino Holdings and Resource Holdings, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any Units beneficially owned by Rhino Holdings and Resource Holdings for which Wexford Capital serves as manager, but each disclaims such beneficial ownership to the extent such beneficial ownership exceeds their respective pecuniary interests.
(c) Other than as disclosed in Items 3 and 6, the Reporting Persons have not effected any transaction in the Partnership's Units within the last 60 days.
(d) Not Applicable
(e) Not Applicable
Item 6:
Item 6 hereby further supplemented by adding the following:
Pursuant to the Partnership's Long-Term Incentive Plan, each of Arthur H. Amron, Joseph M. Jacobs, Mark D. Zand, Jay L. Maymudes and Kenneth A. Rubin, directors of the Partnership, and the Partnership entered into an agreement (the "Grant of Unit Awards and Restricted Units") on October 4, 2013 pursuant to which a grant of units was made to each of the aforementioned director of the Partnership on behalf of and as agent for Wexford Capital LP. The award was for an aggregate of 2,540 Unit Awards, which vested on the grant date, and an aggregate of 7,625 Restricted Units, 2,540 of which will vest on January 1, 2014, 2,540 of which will vest on April 1, 2013 and 2,545 of which will vest on July 1, 2014.
Item 7:
Item 7 hereby further supplemented by adding the following:
Exhibit 1: Form of Grant of Unit Awards and Restricted Units under the Partnership's Long-Term Incentive Plan (incorporated by reference to Exhibit 10.23 to Amendment No. 3 of the Partnership's Registration Statement filed on Form S-1 on July 23, 2010).
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
October 15, 2013 |
Company Name | |||
RHINO ENERGY HOLDINGS LLC | |||
By: | Wexford Capital LP, its Manager | ||
By: | Wexford GP LLC, its General Partner | ||
�� | By: | /s/ Arthur H. Amron | |
Name: | Arthur H. Amron | ||
Title: | Vice President and Assistant Secretary | ||
RHINO RESOURCES HOLDINGS LLC | |||
By: | Wexford Capital LP, its Manager | ||
By: | Wexford GP LLC, its General Partner | ||
By: | /s/ Arthur H. Amron | ||
Name: | Arthur H. Amron | ||
Title: | Vice President and Assistant Secretary | ||
WEXFORD CAPITAL LP | |||
By: | Wexford GP LLC, its General Partner | ||
By: | /s/ Arthur H. Amron | ||
Name: | Arthur H. Amron | ||
Title: | Vice President and Assistant Secretary | ||
WEXFORD GP LLC | |||
By: | /s/ Arthur H. Amron | ||
Name: | Arthur H. Amron | ||
Title: | Vice President and Assistant Secretary | ||
/s/ Joseph M. Jacobs | |||
JOSEPH M. JACOBS | |||
/s/ Charles E. Davidson | |||
CHARLES E. DAVIDSON | |||