UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Jenner & Block LLP, 353 N. Clark, Chicago, IL 60654
(312) 923-2981
Authorized to Receive Notices and Communications)
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.o
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.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
1 | NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Edward F. Heil | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
PF | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States of America | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 3,047,895 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 3,047,895 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
3,047,895 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
7.5%1 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
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(a) | The acquisition by any person of additional securities of Dune Energy, or the disposition of securities of Dune Energy; | ||
(b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Dune Energy or any of its subsidiaries; | ||
(c) | A sale or transfer of a material amount of assets of Dune Energy or any of its subsidiaries; |
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(d) | Any change in the present board of directors or management of Dune Energy, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; | ||
(e) | Any material change in the present capitalization or dividend policy of Dune Energy; | ||
(f) | Any other material change in Dune Energy’s business or corporate structure; | ||
(g) | Changes in Dune Energy’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Dune Energy by any person; | ||
(h) | Causing a class of securities of Dune Energy to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; | ||
(i) | A class of equity securities of Dune Energy becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or | ||
(j) | Any action similar to any of those enumerated above. |
(a) | The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the individual named in Item 2 is as follows: |
Number of | ||||||||
Shares of | ||||||||
Name | Common Stock | Percentage | ||||||
Edward F. Heil | 3,047,895 | 7.5 | % |
The percentage reported above is calculated based upon 40,377,043 shares of Common Stock of Dune Energy outstanding as of June 30, 2010, as set forth in Dune Energy’s Form 10-Q filed on August 4, 2010 for the period ended June 30, 2010. | |||
(b) | Mr. Heil has the sole power to vote or direct the vote of 3,047,895 shares of the Common Stock and has sole dispositive power over 3,047,895 shares of the Common Stock. | ||
(c) | SeeExhibit A. | ||
(d) | No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities beneficially owned by Mr. Heil. |
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(e) | Inapplicable. |
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EDWARD F. HEIL | ||||
By: | /s/ Edward F. Heil | |||
Edward F. Heil | ||||
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