Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
14 Febbraio 2024 - 10:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Aemetis, Inc.
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| (Name of Issuer) |
Common Stock, $0.001 par value per share |
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| (Title of Class of Securities) |
00770K202 |
|
| (CUSIP Number) |
|
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| December
31, 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:
o Rule
13d-1(b)
x Rule
13d-1(c)
o Rule
13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 00770K202
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SCHEDULE 13G/A
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Page 2
of 8 Pages
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1
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NAME OF REPORTING PERSONS
Encompass Capital Advisors LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,748,952
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,748,952
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,748,952
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.43%
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12
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TYPE OF REPORTING PERSON
OO, IA
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CUSIP No. 00770K202
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SCHEDULE 13G/A
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Page 3
of 8 Pages
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1
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NAME OF REPORTING PERSONS
Todd J. Kantor
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
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SHARED VOTING POWER
1,748,952
|
|
7
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SOLE DISPOSITIVE POWER
0
|
|
8
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SHARED DISPOSITIVE POWER
1,748,952
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,748,952
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.43%
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12
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TYPE OF REPORTING PERSON
IN, HC
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CUSIP No. 00770K202
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SCHEDULE 13G/A
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Page 4
of 8 Pages
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| Item 1. | | (a) Name of Issuer |
Aemetis, Inc.
| | (b) Address of Issuer’s Principal
Executive Offices |
20400 Stevens Creek Blvd., Suite 700
Cupertino, CA 95014
| Item 2. | | (a) Name of Person Filing |
This
statement is being filed by Encompass Capital Advisors LLC, and Todd J. Kantor.
| | (b) Address
of Principal Business Office, or, if none, Residence |
The
address of the principal business office of Encompass Capital Advisors LLC is 200 Park Avenue, 16th Floor, New York, NY 10166. The
address of the principal business office of Todd J. Kantor is c/o Encompass Capital Advisors LLC, 200 Park Avenue, 16th Floor, New York, NY 10166.
(i) Encompass
Capital Advisors LLC is a Delaware Limited Liability Company.
(ii)
Todd J. Kantor is a US citizen.
| | | (d) Title of Class of Securities |
Common Stock, $0.001 par value per share
00770K202
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CUSIP No. 00770K202
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SCHEDULE 13G/A
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Page 5
of 8 Pages
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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: |
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(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
¨ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(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); |
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(j) |
¨ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
¨ |
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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CUSIP
No. 00770K202
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SCHEDULE 13G/A
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Page
6 of 8 Pages
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Item
4. Ownership
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
Encompass
Capital Advisors LLC
(a) Amount beneficially owned:
1,748,952
(b) Percent of class: 4.43%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 1,748,952
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 1,748,952
Todd
J. Kantor
(a) Amount beneficially owned:
1,748,952
(b) Percent of class: 4.43%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 1,748,952
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 1,748,952
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
Item
6. Ownership of More Than Five 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. Certification
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.
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CUSIP No. 00770K202
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SCHEDULE 13G/A
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Page 7
of 8 Pages
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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.
Date: February 14, 2024
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Encompass Capital Advisors LLC |
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By: |
Todd
J. Kantor |
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Name: |
Todd
J. Kantor |
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Title: |
Managing Member |
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By: |
Todd
J. Kantor |
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Name: |
Todd
J. Kantor |
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CUSIP No. 00770K202
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SCHEDULE 13G/A
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Page 8
of 8 Pages
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JOINT FILING AGREEMENT
The undersigned
hereby agree that the statement on SCHEDULE 13G/A with respect to the shares of Common Stock of Aemetis, Inc., dated as of February 14, 2023 is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended.
Date: February 14, 2024