The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to the Common Stock, $0.001 par value (the “Shares”), including Shares underlying Warrants (the “Warrants”), of Lucas Energy, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 3555 Timmons Lane, Suite 1550, Houston, Texas 77027.
| Item 2. | Identity and Background. |
(a) This statement is filed by Meson Capital Constructive Partners L.P., a Delaware limited partnership (“Meson Constructive”), Meson Capital Partners LP, a New York limited partnership (“Meson LP”), Meson Capital Partners LLC, a Delaware limited liability company (“Meson LLC”), Ryan J. Morris, Young Capital Partners, LP, a California limited partnership (“Young LP”), Young Capital Management, LLC, a California limited liability company (“Young LLC”), and Joshua D. Young. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Meson LLC is the general partner of each of Meson Constructive and Meson LP. Ryan J. Morris is the managing member of Meson LLC. By virtue of these relationships, each of Meson LLC and Ryan J. Morris may be deemed to beneficially own the securities beneficially owned by Meson Constructive and Meson LP.
Young LLC is the general partner of Young LP. Joshua D. Young is the managing member of Young LLC. By virtue of these relationships, each of Young LLC and Joshua D. Young may be deemed to beneficially own the securities beneficially owned by Young LP. Young LLC is entitled to receive a portion of the incentive allocation earned by Meson LLC in its capacity as the general partner of Meson Constructive.
Each of the Reporting Persons is a party to that certain Joint Filing Agreement described in detail in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of each of Meson Constructive, Meson LP, Meson LLC and Ryan J. Morris is 2687 California Street, San Francisco, California 94115. The principal business address of each of Young LP, Young LLC and Joshua D. Young is 1491 Glenville Drive, Los Angeles, California 90035.
(c) The principal business of Meson Constructive and Meson LP is investing in securities. The principal business of Meson LLC is serving as the general partner of each of Meson Constructive and Meson LP. The principal occupation of Ryan J. Morris is serving as the managing member of Meson LLC.
The principal business of Young LP is investing in securities. The principal business of Young LLC is serving as the general partner of Young LP. The principal occupation of Joshua D. Young is serving as the managing member of Young LLC.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Meson Constructive and Meson LLC are organized under the laws of the State of Delaware. Meson LP is organized under the laws of the State of New York. Young LP and Young LLC are organized under the laws of the State of California. Ryan J. Morris is a citizen of Canada. Joshua D. Young is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The aggregate purchase price of the 2,047,744 Shares directly owned, and Warrants to purchase 187,500 Shares that may be deemed to be beneficially owned, by Meson Constructive is approximately $4,024,645, including brokerage commissions. Such securities were acquired with the working capital of Meson Constructive.
The aggregate purchase price of the 1,010,655 Shares directly owned by Meson LP is approximately $1,651,670, including brokerage commissions. Such securities were acquired with the working capital of Meson LP.
The aggregate purchase price of the 196,666 Shares directly owned, and Warrants to purchase 150,000 Shares that may be deemed to be beneficially owned, by Young LP is approximately $381,941, including brokerage commissions. Such securities were acquired with the working capital of Young LP.
Each of Meson Constructive, Meson LP and Young LP effects purchases of securities primarily through margin accounts maintained for it with brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the securities of the Issuer based on their belief that the securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase of additional securities desirable, the Reporting Persons may endeavor to increase their respective positions in the Issuer through, among other things, the purchase of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their respective investments in the Issuer on a continuing basis and engage in discussions with management, the Board of Directors (the “Board”) and shareholders of the Issuer concerning the business, operations and future plans of the Issuer and potential Board representation. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their respective investments in the Issuer as they deem appropriate including, without limitation, nominating directors or otherwise seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of their securities of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 26,147,745 Shares outstanding, which is the total number of Shares outstanding as of September 11, 2012 as reported in the Issuer’s Prospectus filed with the Securities and Exchange Commission on September 11, 2012.
As of the close of business on September 21, 2012, Meson Constructive may be deemed to beneficially own 2,235,244 Shares, including 187,500 Shares underlying Warrants, constituting approximately 8.5% of the Shares outstanding. By virtue of their relationship with Meson Constructive discussed in further detail in Item 2, each of Meson LLC and Ryan J. Morris may be deemed to beneficially own the Shares beneficially owned by Meson Constructive.
As of the close of business on September 21, 2012, Meson LP may be deemed to beneficially own 1,010,655 Shares, constituting approximately 3.9% of the Shares outstanding. By virtue of their relationship with Meson LP discussed in further detail in Item 2, each of Meson LLC and Ryan J. Morris may be deemed to beneficially own the Shares beneficially owned by Meson LP.
As of the close of business on September 21, 2012, Young LP may be deemed to beneficially own 346,666 Shares, including 150,000 Shares underlying Warrants, constituting approximately 1.3% of the Shares outstanding. By virtue of their relationship with Young LP discussed in further detail in Item 2, each of Young LLC and Joshua D. Young may be deemed to beneficially own the Shares beneficially owned by Young LP.
The Warrants owned by the Reporting Persons contain “blocker” provisions which restrict exercise of any portion of the Warrants to the extent that after giving effect to such exercise, the holders thereof would beneficially own in excess of specified ownership limitations (4.99% of the outstanding Shares with respect to 287,500 Warrants reported herein and 9.99% of the outstanding Shares with respect to 50,000 Warrants reported herein, subject to increase or decrease to the ownership limitations as set forth in the respective Warrants, but in no event greater than 9.99% of the outstanding Shares).
This statement reports an aggregate of 3,592,565 Shares, including 337,500 Shares underlying Warrants, constituting approximately 13.6% of the Shares outstanding.
(b) Each of Meson LLC and Ryan J. Morris may be deemed to have shared power with Meson Constructive and Meson LP, respectively, to vote and dispose of the securities reported in this Schedule 13D beneficially owned by Meson Constructive and Meson LP, respectively.
Each of Young LLC and Joshua D. Young may be deemed to have shared power with Young LP to vote and dispose of the securities reported in this Schedule 13D beneficially owned by Young LP.
(c) Schedule A annexed hereto lists all transactions in the Shares during the past 60 days by the Reporting Persons. All of such transactions were effected in the open market unless otherwise indicated.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The Reporting Persons have entered into a Joint Filing Agreement pursuant to which, among other things, the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
Exhibit No. | Description |
| 99.1 | Joint Filing Agreement by and among Meson Capital Constructive Partners L.P., Meson Capital Partners LP, Meson Capital Partners LLC, Ryan J. Morris, Young Capital Partners, LP, Young Capital Management, LLC and Joshua D. Young, dated September 21, 2012. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: September 21, 2012 | MESON CAPITAL CONSTRUCTIVE PARTNERS L.P. |
| | |
| | By: | Meson Capital Partners LLC General Partner |
| | |
| | By: | |
| | | Ryan J. Morris Managing Member |
| | MESON CAPITAL PARTNERS LP |
| | |
| | By: | Meson Capital Partners LLC General Partner |
| | |
| | By: | |
| | | Ryan J. Morris Managing Member |
| | MESON CAPITAL PARTNERS LLC |
| | |
| | By: | |
| | | Ryan J. Morris Managing Member |
| | YOUNG CAPITAL PARTNERS, LP |
| | |
| | By: | Young Capital Management, LLC General Partner |
| | |
| | By: | |
| | | Joshua D. Young Managing Member |
| | YOUNG CAPITAL MANAGEMENT, LLC |
| | |
| | By: | |
| | | Joshua D. Young Managing Member |
SCHEDULE A
Transactions in the Shares of the Issuer During the Past 60 Days
Class of Security | Securities Purchased / (Sold) | Price ($) | Date of Purchase / Sale |
| MESON CAPITAL CONSTRUCTIVE PARTNERS L.P. |
| |
| Common Stock | 524,964 | | 1.8600 | 09/11/12 |
| Warrants | 187,500* | | * | 09/11/12 |
| Common Stock | 750,000* | | * | 09/11/12 |
| Common Stock | 195,036 | | 1.8762 | 09/12/12 |
| Common Stock | 354,519 | | 2.0800 | 09/19/12 |
| Common Stock | 223,225 | | 2.2158 | 09/20/12 |
| MESON CAPITAL PARTNERS LP |
| | | | | |
| Common Stock | 10,000 | | 1.6800 | 07/20/12 |
| Common Stock | 10,000 | | 1.6800 | 07/23/12 |
| Common Stock | 21,000 | | 1.6800 | 07/26/12 |
| Common Stock | 20,000 | | 1.6800 | 07/27/12 |
| Common Stock | 45,400 | | 1.6800 | 07/30/12 |
| Common Stock | 188,340 | | 1.6800 | 07/31/12 |
| Common Stock | 91,865 | | 1.6800 | 08/01/12 |
| Common Stock | 142,837 | | 1.6800 | 08/02/12 |
| Common Stock | 22,040 | | 1.6800 | 08/08/12 |
| Common Stock | 1,190 | | 1.6800 | 08/16/12 |
| Common Stock | 30,000 | | 1.6800 | 08/20/12 |
| Warrants | 83,334# | | 0.3000 | 08/24/12 |
* Included within 750,000 Units purchased by Meson Constructive for $1.65 per Unit in a registered offering conducted by the Issuer. Each Unit consists of one Share and 0.25 of a Warrant to purchase one Share. # Securities acquired in a private transaction.
| Common Stock | 83,334* | | 1.0000 | 08/24/12 |
| Common Stock | 30,000 | | 1.6800 | 08/24/12 |
| Common Stock | 50,000 | | 1.6800 | 08/27/12 |
| Warrants | 15,167# | | 0.3000 | 08/29/12 |
| Common Stock | 15,167* | | 1.0000 | 08/29/12 |
| Common Stock | 60,000 | | 1.6800 | 08/29/12 |
| Common Stock | 150,000 | | 2.0800 | 09/19/12 |
| Common Stock | 25,000 | | 2.2158 | 09/20/12 |
| YOUNG CAPITAL PARTNERS, LP |
| | | | | |
| Common Stock | (2,000) | | 1.6350 | 07/19/12 |
| Common Stock | (2,000) | | 1.8200 | 08/23/12 |
| Warrants | 12,500** | | ** | 09/11/12 |
| Common Stock | 50,000** | | ** | 09/11/12 |
* Shares acquired upon the exercise of Warrants. # Securities acquired in a private transaction.
** Included within 50,000 Units purchased by Young LP for $1.65 per Unit in a registered offering conducted by the Issuer. Each Unit consists of one Share and 0.25 of a Warrant to purchase one Share.
