- Amended Statement of Beneficial Ownership (SC 13D/A)
14 Agosto 2009 - 10:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Jeff Brattain
Centaurus Energy Master Fund, LP
3050 Post Oak Blvd., Suite 850
Houston, Texas 77056
Tel. No.: (832) 615-8653
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
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.
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CUSIP No.
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632381-20-8
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SCHEDULE 13D
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Page
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2
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of
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13
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Pages
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1
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NAMES OF REPORTING PERSONS
Centaurus Energy Master Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Inapplicable
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,599,870
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,599,870
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,599,870
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.7%
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14
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
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632381-20-8
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SCHEDULE 13D
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Page
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3
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of
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13
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Pages
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1
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NAME OF REPORTING PERSONS
Centaurus Energy, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Inapplicable
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,599,870
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,599,870
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,599,870
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.7%
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14
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
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632381-20-8
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SCHEDULE 13D
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Page
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4
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of
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13
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Pages
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1
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NAMES OF REPORTING PERSONS
Centaurus Energy QP, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Inapplicable
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,599,870
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,599,870
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|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,599,870
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.7%
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14
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
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632381-20-8
|
SCHEDULE 13D
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Page
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5
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of
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13
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Pages
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1
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NAMES OF REPORTING PERSONS
Centaurus Energy Partners, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Inapplicable
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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7
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SOLE VOTING POWER
|
|
|
|
NUMBER OF
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0
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|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
1,599,870
|
|
|
|
|
EACH
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9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
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|
0
|
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|
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WITH
|
10
|
|
SHARED DISPOSITIVE POWER
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|
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1,599,870
|
|
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,599,870
|
|
|
|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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|
|
o
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.7%
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14
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
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632381-20-8
|
SCHEDULE 13D
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Page
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6
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of
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13
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Pages
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|
|
1
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|
NAMES OF REPORTING PERSONS
Centaurus Advisors, LLC
|
|
|
|
|
|
|
2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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|
(a)
o
|
|
(b)
o
|
|
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Inapplicable
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,599,870
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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0
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WITH
|
10
|
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SHARED DISPOSITIVE POWER
|
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|
|
|
|
1,599,870
|
|
|
|
11
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,599,870
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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|
|
o
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|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.7%
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14
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TYPE OF REPORTING PERSON
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OO
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CUSIP No.
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632381-20-8
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SCHEDULE 13D
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Page
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7
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of
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13
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Pages
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1
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NAMES OF REPORTING PERSONS
John D. Arnold
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Inapplicable
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,599,870
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
|
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|
|
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|
1,599,870
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|
11
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
1,599,870
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
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|
|
o
|
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.7%
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14
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TYPE OF REPORTING PERSON
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IN
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AMENDMENT NO. 8 TO SCHEDULE 13D
This Amendment No. 8 to Schedule 13D is being filed by: Centaurus Energy Master Fund LP (the
Fund
); Centaurus Energy, LP (
CE LP
), as a general partner of the Fund;
Centaurus Energy QP, LP (
CE QP LP
), as a general partner of the Fund; Centaurus Energy
Partners, LP (
CEP
), as the general partner of each of CE LP and CE QP LP; Centaurus
Advisors, LLC, as the general partner of CEP (
Centaurus Advisors
); and John D. Arnold, as
the sole and managing member of Centaurus Advisors, in each case relating to National Coal Corp., a
Florida corporation (the
Issuer
). This Amendment modifies the original Schedule 13D
filed with the Securities and Exchange Commission (the
SEC
) on September 5, 2008, as
amended by Amendment No. 1 filed with the SEC on September 11, 2008, Amendment No. 2 filed with the
SEC on September 18, 2008, Amendment No. 3 filed with the SEC on October 14, 2008, Amendment No. 4
filed with the SEC on November 4, 2008, Amendment No. 5 filed with the SEC on November 13, 2008,
Amendment No. 6 filed with the SEC on July 23, 2009 and Amendment No. 7 filed with the SEC on
August 10, 2009 (as so amended, the
13D
).
Item 5. Interest in Securities of the Issuer
Item 5 of the 13D is amended by adding the following:
(a) After settlement of the trades listed below, the Fund directly owns, and the other
Reporting Persons beneficially own, 1,599,870 shares of common stock of the Issuer, which shares
represent approximately 4.7% of the Issuers outstanding shares of common stock, based on
34,379,889 shares of common stock issued and outstanding as of August 10, 2009 as reported by the
Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 10, 2009.
(b) After settlement of the trades listed below, the Fund directly owns 1,599,870 shares of
common stock of the Issuer.
(c) The Fund has engaged in the following open market sales of shares of common stock of the
Issuer since Amendment No. 7 to the 13D:
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Quantity
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Trade Date
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Average Price
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218,874
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August 10, 2009
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$ 0.945
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184,007*
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August 12, 2009
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$ 0.921
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309,176*
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August 13, 2009
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$0.9017
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*
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Trade has not yet settled.
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(e) On August 13, 2009, the Fund ceased to be the beneficial owner of more than 5% of shares
of common stock of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Item 6 of the 13D is amended by adding the following:
The information provided in Item 5(c) above is hereby incorporated by reference herein.
Item 7. Material to Be Filed as Exhibits
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Exhibit 99.1
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Joint Filing Statement (filed herewith).
|
Signatures
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each
of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: August 14, 2009
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CENTAURUS ENERGY MASTER FUND, LP
By: Centaurus Energy, LP, General Partner
By: Centaurus Energy Partners, LP, General Partner
By: Centaurus Advisors, LLC, General Partner
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By:
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*[see signature below]
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Name:
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John D. Arnold
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Title:
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Manager
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By: Centaurus Energy QP, LP, General Partner
By: Centaurus Energy Partners, LP, General Partner
By: Centaurus Advisors, LLC, General Partner
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By:
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*[see signature below]
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Name:
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John D. Arnold
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Title:
|
Manager
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CENTAURUS ENERGY L.P.
By: Centaurus Energy Partners, LP, General Partner
By: Centaurus Advisors, LLC, General Partner
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By:
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*[see signature below]
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Name:
|
John D. Arnold
|
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Title:
|
Manager
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CENTAURUS ENERGY QP, L.P.
By: Centaurus Energy Partners, LP, General Partner
By: Centaurus Advisors, LLC, General Partner
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By:
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*[see signature below]
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Name:
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John D. Arnold
|
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Title:
|
Manager
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CENTAURUS ENERGY PARTNERS, LP
By: Centaurus Advisors, LLC, General Partner
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By:
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*[see signature below]
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Name:
|
John D. Arnold
|
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Title:
|
Manager
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CENTAURUS ADVISORS, LLC
|
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By:
|
*[see signature below]
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Name:
|
John D. Arnold
|
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Title:
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Manager
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JOHN D. ARNOLD, individually and in each of the respective capacities set forth
above
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/s/ John D. Arnold
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EXHIBIT INDEX
|
|
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Exhibit 99.1
|
|
Joint Filing Statement (filed herewith).
|
Grafico Azioni National Coal Corp (MM) (NASDAQ:NCOC)
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