| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Stabilis Solutions, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
85236P101 (CUSIP Number) |
08/23/2023 (Date of Event Which Requires Filing of this Statement) |
| 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) |
SCHEDULE 13G |
| CUSIP No. | 85236P101 |
| 1 | Names of Reporting Persons Westervelt T. Ballard Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization TEXAS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,156,314.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Stabilis Solutions, Inc. | |
| (b) | Address of issuer's principal executive
offices: 11750 Katy Freeway Suite 900 Houston TX 77079 | |
| Item 2. | ||
| (a) | Name of person filing: Westervelt T. Ballard, Jr. | |
| (b) | Address or principal business office or, if
none, residence: Same as Item 1(b). | |
| (c) | Citizenship: State of Texas | |
| (d) | Title of class of securities: Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.: 85236P101 | |
| 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); | |
| (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) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 2,156,314(1)
(1) Reflects the following transactions and ownership as of the date of this Schedule 13G:
a. 394,714 shares of Common Stock obtained upon the vesting of a grant of 500,000 restricted stock units ("RSUs") on August 23, 2021 as follows: (i) 250,000 RSUs vested immediately upon grant on August 23, 2021, and 56,642 shares were withheld to satisfy tax obligations, for a net issuance of 193,358 shares, (ii) 125,000 RSUs vested on August 23, 2022, and 18,206 shares were withheld to satisfy tax obligations, for a net issuance of 106,794 shares, and (iii) 125,000 RSUs vested on August 23, 2023, and 30,438 shares were withheld to satisfy tax obligations, for a net issuance of 94,562 shares.
b. 19,026 shares of Common Stock obtained upon the vesting of a grant of 23,293 RSUs on February 18, 2022 as follows: (i) 7,764 RSUs vested on February 18, 2023, (ii) 7,764 RSUs vested on February 19, 2024, and 1,965 shares were withheld to satisfy tax obligations, for a net issuance of 5,799 shares, and (iii) pursuant to a Release and Consulting Agreement, by and between the Reporting Person and the Issuer, effective as of February 2, 2025 (the "Release"), 7,765 RSUs vested effective upon January 31, 2025, and 2,302 shares were withheld to satisfy tax obligations, for a net issuance of 5,463 shares.
c. 1,300,000 shares of Common Stock underlying an unexercised option granted on February 18, 2022, which vested as follows (each vesting conditional upon Mr. Ballard remaining continuously employed through the vesting date and otherwise subject to the terms and conditions of the award agreement): (i) 442,000 options vested on August 23, 2022, (ii) 429,000 options vested on August 23, 2023, and (iii) 429,000 options vested on August 23, 2024.
d. 442,574 shares of Common Stock underlying an unexercised option granted on February 18, 2022, which vested as follows (each vesting conditional upon Mr. Ballard remaining continuously employed through the vesting date and otherwise subject to the terms and conditions of the award agreement): (i) 147,524 options vested on February 18, 2023, (ii) 147,525 options vested on February 18, 2024, and (iii) 147,525 options vested on January 31, 2025 pursuant to the Release. | |
| (b) | Percent of class: 10.6(2)
(2) The Issuer reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, that it has 18,585,014 shares of Common Stock outstanding. The ownership percentage is based upon 18,585,014 shares of Common Stock outstanding, plus 1,742,574 shares outstanding underlying options that are currently vested and exercisable, as further described in Note (1) above. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 2,156,314(1) | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 2,156,314(1) | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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