| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
Calumet, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
131428104 (CUSIP Number) |
12/31/2024 (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. | 131428104 |
| 1 | Names of Reporting Persons Wasserstein Debt Opportunities Management, LP | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,689,984.00 | ||||||||
| 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) 6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, PN |
SCHEDULE 13G |
| CUSIP No. | 131428104 |
| 1 | Names of Reporting Persons WDO Management GP, LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,689,984.00 | ||||||||
| 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) 6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
limited liability company
SCHEDULE 13G |
| CUSIP No. | 131428104 |
| 1 | Names of Reporting Persons Rajay Bagaria | ||||||||
| 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,098,084.00 | ||||||||
| 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) 7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 131428104 |
| 1 | Names of Reporting Persons Joseph Dutton | ||||||||
| 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,693,289.00 | ||||||||
| 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) 6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 131428104 |
| 1 | Names of Reporting Persons Wasserstein Debt Opportunities Master, LP | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,332,824.00 | ||||||||
| 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) 5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 131428104 |
| 1 | Names of Reporting Persons Wasserstein Debt Opportunities GenPar, LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,332,824.00 | ||||||||
| 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) 5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
limited liability company
SCHEDULE 13G |
| CUSIP No. | 131428104 |
| 1 | Names of Reporting Persons Wasserstein Debt Opportunities Fund, LP | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Calumet, Inc. | |
| (b) | Address of issuer's principal executive
offices: 1060 N Capitol Ave, Suite 6-401, Indianapolis, IN 46204 | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G is filed by the following (the "Reporting Persons"): (1) Wasserstein Debt Opportunities Management, LP (the "Adviser"); (2) WDO Management GP, LLC (the "Adviser GP"); (3) Rajay Bagaria; (4) Joseph Dutton; (5) Wasserstein Debt Opportunities Master, LP (the "Master Fund"); (6) Wasserstein Debt Opportunities GenPar, LLC (the "Master Fund GP"); and (7) Wasserstein Debt Opportunities Fund, LP (the "Feeder Fund").
The Master Fund is a private investment vehicle. The Master Fund and one or more separately managed accounts managed by the Adviser (the "Account") directly beneficially own the Common Stock reported in this statement, other than 408,100 shares of Common Stock beneficially owned directly by Rajay Bagaria and 3,305 shares of Common Stock beneficially owned directly by Joseph Dutton.
The Adviser is the investment manager of the Master Fund and the Account. The Adviser GP is the general partner of the Adviser. The Master Fund GP is the general partner of the Master Fund. Rajay Bagaria is a control person of the Adviser, the sole member of the Adviser GP and the managing member of the Master Fund GP. Joseph Dutton is a control person of the Adviser. The Adviser, the Adviser GP, the Master Fund GP, Rajay Bagaria and Joseph Dutton may be deemed to beneficially own the Common Stock directly beneficially owned by the Master Fund, and to share voting and dispositive power over such shares with each other and the Master Fund (and not with any third party). The Adviser, the Adviser GP, Rajay Bagaria and Joseph Dutton may be deemed to beneficially own the Common Stock directly beneficially owned by the Account, and to share voting and dispositive power over such shares with each other (and not with any third party).
Each Reporting Person disclaims beneficial ownership with respect to any Common Stock other than the Common Stock directly beneficially owned by such Reporting Person.
The Feeder Fund, which is an affiliate of the other Reporting Persons, does not beneficially own any Common Stock, but is included as a Reporting Person solely to allow the other Reporting Persons to access the SEC's EDGAR system, as the other Reporting Persons are unable to access such system on the filing date hereof. | |
| (b) | Address or principal business office or, if
none, residence: The principal business office of the Reporting Persons is 420 Lexington Avenue, Suite 1626, New York, NY 10170. | |
| (c) | Citizenship: For citizenship or place of organization see Item 4 of the cover page of each Reporting Person. | |
| (d) | Title of class of securities: Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.: 131428104 | |
| 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: See Item 9 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on December 31, 2024, the Date of Event which requires the filing of this Schedule 13G. The Issuer, Calumet, Inc., is the successor to Calumet Specialty Products Partners, L.P. for purposes of filings under Section 13(d) of the Securities Exchange Act of 1934. | |
| (b) | Percent of class: See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are based on 85,904,105 shares of Common Stock outstanding as of November 11, 2024, as disclosed by the Issuer in its Form 10-Q filed with the SEC on November 12, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Item 5 on the cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the
vote: See Item 6 on the cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Item 7 on the cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Item 8 on the cover page for each Reporting Person. | ||
| 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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Exhibit
Information |
Exhibit 1 - Joint Filing Agreement |