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13D Filing: JCP Investment Management, Llc and Us Geothermal Inc (HTM)

Published on April 18, 2016 at 11:06 am by Insider Monkey Staff in Hedge Funds

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
JCP Investment Partnership 5,630,160 5,630,160 5,630,160 5.1%
JCP Drawdown Partnership III 2,287,222 2,287,222 2,287,222 2.1%
JCP Investment Partners 7,917,382 7,917,382 7,917,382 7.2%
JCP Investment Holdings 7,917,382 7,917,382 7,917,382 7.2%
JCP Investment Management 7,917,382 7,917,382 7,917,382 7.2%
James C. Pappas 7,917,382 7,917,382 7,917,382 7.2%

Page 1 of 12 – SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
U.S. Geothermal Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
90338S102
(CUSIP Number)
JAMES C. PAPPAS
JCP INVESTMENT MANAGEMENT, LLC
1177 West Loop South, Suite 1650
Houston, TX 77027
(713) 333-5540
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)
April 13, 2016
(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 ¨.
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1              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).

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Page 2 of 12 – SEC Filing

1
NAME OF REPORTING PERSON
JCP Investment Partnership, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
5,630,160
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
5,630,160
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,630,160
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON
 
PN

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Page 3 of 12 – SEC Filing

1
NAME OF REPORTING PERSON
JCP Drawdown Partnership III, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
2,287,222
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
2,287,222
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,287,222
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14
TYPE OF REPORTING PERSON
 
PN

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Page 4 of 12 – SEC Filing

1
NAME OF REPORTING PERSON
JCP Investment Partners, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
7,917,382
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
7,917,382
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,917,382
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
14
TYPE OF REPORTING PERSON
 
PN

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Page 5 of 12 – SEC Filing

1
NAME OF REPORTING PERSON
JCP Investment Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
7,917,382
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
7,917,382
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,917,382
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
14
TYPE OF REPORTING PERSON
 
OO

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Page 6 of 12 – SEC Filing

1
NAME OF REPORTING PERSON
JCP Investment Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
7,917,382
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
7,917,382
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,917,382
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
14
TYPE OF REPORTING PERSON
 
OO

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Page 7 of 12 – SEC Filing

1
NAME OF REPORTING PERSON
James C. Pappas
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
7,917,382
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
7,917,382
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,917,382
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
14
TYPE OF REPORTING PERSON
 
IN

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Page 8 of 12 – SEC Filing

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Item 3.
Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by JCP Partnership and JCP Drawdown III were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 5,630,160 Shares owned directly by JCP Partnership is approximately $3,281,456, including brokerage commissions. The aggregate purchase price of the 2,287,222 Shares owned directly by JCP Drawdown III is approximately $1,510,305, including brokerage commissions.
Item 5.
Interest in Securities of the Issuer.
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 110,215,235 Shares outstanding as of March 6, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2016.
A.
JCP Partnership
 
(a)
As of the close of business on April 13, 2016, JCP Partnership beneficially owned 5,630,160 Shares.
Percentage: Approximately 5.1%
 
(b)
1. Sole power to vote or direct vote: 5,630,160
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,630,160
 
4. Shared power to dispose or direct the disposition: 0
 
(c)
JCP Partnership has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
B.
JCP Drawdown III
 
(a)
As of the close of business on April 13, 2016, JCP Drawdown III beneficially owned 2,287,222 Shares.
Percentage: Approximately 2.1%
 
(b)
1. Sole power to vote or direct vote: 2,287,222
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,287,222
 
4. Shared power to dispose or direct the disposition: 0
 
(c)
The transactions in the Shares by JCP Drawdown III since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

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Page 9 of 12 – SEC Filing

C.
JCP Partners
 
(a)
JCP Partners, as the general partner of each of JCP Partnership and JCP Drawdown III, may be deemed the beneficial owner of the (i) 5,630,160 Shares owned by JCP Partnership and (ii) 2,287,222 Shares owned by JCP Drawdown III.
Percentage: Approximately 7.2%
 
(b)
1. Sole power to vote or direct vote: 7,917,382
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 7,917,382
 
4. Shared power to dispose or direct the disposition: 0
 
(c)
JCP Partners has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares on behalf of JCP Drawdown III since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
D.
JCP Holdings
 
(a)
JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the (i) 5,630,160 Shares owned by JCP Partnership and (ii) 2,287,222 Shares owned by JCP Drawdown III.
Percentage: Approximately 7.2%
 
(b)
1. Sole power to vote or direct vote: 7,917,382
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 7,917,382
 
4. Shared power to dispose or direct the disposition: 0
 
(c)
JCP Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares on behalf of JCP Drawdown III since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
E.
JCP Management
 
(a)
JCP Management, as the investment manager of each of JCP Partnership and JCP Drawdown III, may be deemed the beneficial owner of the (i) 5,630,160 Shares owned by JCP Partnership and (ii) 2,287,222 Shares owned by JCP Drawdown III.
Percentage: Approximately 7.2%
 
(b)
1. Sole power to vote or direct vote: 7,917,382
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 7,917,382
 
4. Shared power to dispose or direct the disposition: 0
 
(c)
JCP Management has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares on behalf of JCP Drawdown III since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

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Page 10 of 12 – SEC Filing

F.
Mr. Pappas
 
(a)
Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 5,630,160 Shares owned by JCP Partnership and (ii) 2,287,222 Shares owned by JCP Drawdown III.
Percentage: Approximately 7.2%
 
(b)
1. Sole power to vote or direct vote: 7,917,382
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 7,917,382
 
4. Shared power to dispose or direct the disposition: 0
 
(c)
Mr. Pappas has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares on behalf of JCP Drawdown III since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

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Page 11 of 12 – SEC Filing

 
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 14, 2016
 
JCP Investment Partnership, LP
   
 
By:
JCP Investment Management, LLC
Investment Manager
   
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Managing Member
 
JCP Drawdown Partnership III, LP
   
 
By:
JCP Investment Management, LLC
Investment Manager
   
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Managing Member
 
JCP Investment Partners, LP
   
 
By:

JCP Investment Holdings, LLC

General Partner
   
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Sole Member
 
JCP Investment Holdings, LLC
   
   
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Sole Member
 
JCP Investment Management, LLC
   
   
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Managing Member
 
/s/ James C. Pappas
 
James C. Pappas

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Page 12 of 12 – SEC Filing

SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 1 to the Schedule 13D
Shares of Common
Stock Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/Sale
JCP DRAWDOWN PARTNERSHIP III, LP
230,005
0.6694
03/29/2016
235,869
0.6699
03/30/2016
14,054
0.6749
03/31/2016
37,792
0.6745
04/01/2016
81,310
0.6794
04/04/2016
95,301
0.7000
04/05/2016
146,000
0.6891
04/07/2016
100,000
0.7017
04/08/2016
103,400
0.7126
04/11/2016
36,735
0.7077
04/12/2016
108,262
0.7143
04/13/2016

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