Statement of Changes in Beneficial Ownership (4)
06 8월 2019 - 6:02AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LUMINUS MANAGEMENT LLC
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2. Issuer Name
and
Ticker or Trading Symbol
CELADON GROUP INC
[
CGIP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1700 BROADWAY, 26TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/31/2019
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants
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$0.01
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7/31/2019
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P
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16000000
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7/31/2019
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7/31/2025
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Common Stock
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16000000
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(2)
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16000000
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I
(1)
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By: Luminus Energy Partners Master Fund, Ltd.
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Explanation of Responses:
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(1)
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Shares reported herein are held by Luminus Energy Partners Master Fund, Ltd. for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
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(2)
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The Warrant was acquired by Luminus Energy Partners Master Fund, Ltd. ("LEPMF") pursuant to a Warrant Purchase Agreement, dated July 31, 2019, between LEPMF and the Issuer (the "Warrant Purchase Agreement"). The parties entered into the Warrant Purchase Agreement in connection with certain loan transactions among the Issuer, LEPMF and certain other lenders under the Second Amended and Restated Credit Agreement, dated July 31, 2019 (the "Credit Agreement"). Pursuant to the Warrant Purchase Agreement, a portion of the amount loaned to the Issuer by LEPMF pursuant to the Credit Agreement will be allocated to the purchase price of the Warrant on or before January 31, 2020.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LUMINUS MANAGEMENT LLC
1700 BROADWAY
26TH FLOOR
NEW YORK, NY 10019
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X
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Luminus Energy Partners Master Fund, Ltd.
1700 BROADWAY
26TH FLOOR
NEW YORK, NY 10019
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X
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BARRETT DAVID JONATHAN
1700 BROADWAY
26TH FLOOR
NEW YORK, NY 10019
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X
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Signatures
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Luminus Management, LLC and Luminus Energy Partners Master Fund, Ltd., By: /s/ Jonathan Barrett
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8/5/2019
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**
Signature of Reporting Person
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Date
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/s/ Jonathan Barrett, individually
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8/5/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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