Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 11)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(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

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.

*The remainder of this cover page shall be filled out for a reporting persons 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).

 

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.

 

 

 

(1) Includes (i) 368,511 shares of common stock (Common Stock), par value $0.001 of Stabilis Energy, Inc. (the Company)  currently held by JCH Crenshaw Holdings, LLC (JCH) and (ii) 40,625 shares of Common Stock issuable upon (y) exercise of the eight-year warrants currently held by JCH and purchased pursuant to the Securities Purchase Agreement and the Warrant to Purchase Shares of Common Stock, dated May 2, 2012, at an exercise price of $6.00 per share and repriced pursuant to the Repricing Agreement at an exercise price of $2.72 per share (the Series A Warrants) and (z) exercise of the eight-year warrants currently held by JCH and purchased pursuant to the Securities Purchase Agreement and the Warrant to Purchase Shares of Common Stock, dated May 2, 2012, at an exercise price of $7.00 per share and repriced pursuant to the Repricing Agreement at an exercise price of $3.17 per share (the Series B Warrants and together with the Series A Warrants, the Warrants). 

 

(2) Calculated based upon 16,841,237 shares of Common Stock deemed to be outstanding, which includes (i) 16,800,612 shares of Common Stock deemed to be outstanding as of October 21, 2019, as reported in the Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on October 22, 2019 (the Form S-1/A), and (ii) 40,625 shares of Common Stock issuable upon exercise of the Warrants currently held by JCH.

 

2

 

 

(1) Calculated based upon 16,800,612 shares of Common Stock deemed to be outstanding as of October 21, 2019, as reported in the Form S-1/A.

 

3

 

 

(1) Includes (i) 368,511 shares of Common Stock currently held by JCH, (ii) 40,625 shares of Common Stock issuable upon exercise of the Warrants currently held by JCH, and (iii) 12,580,808 shares of Common Stock currently held by Holdings.  J. Casey Crenshaw (Mr. Crenshaw) may be deemed to share voting and dispositive power over the securities held by each JCH and Holdings; thus, he may also be deemed to be the beneficial owner of these securities (See Item 5). Mr. Crenshaw disclaims any beneficial ownership of the securities owned by JCH and Holdings in excess of his pecuniary interest in such securities. 

 

(2) Calculated based upon 16,841,237 shares of Common Stock deemed to be outstanding, which includes (i) 16,800,612 shares of Common Stock deemed to be outstanding as of October 21, 2019, as reported in the Form S-1/A and (ii) 40,625 shares of Common Stock issuable upon exercise of the Warrants currently held by JCH.

 

4

 

Explanatory Note

 

This Amendment No. 11 to the Statement on Schedule 13D (this Amendment No. 11)  is being filed with respect to the common stock, par value $0.001 per share (the Common Stock), of Stabilis Energy, Inc., a Florida corporation (the Company), to amend and supplement the Statement on Schedule 13D filed by JCH Crenshaw Holdings, LLC, a Texas limited liability company (JCH), and  J. Casey Crenshaw, a citizen of the State of Texas of the United States of America (Mr. Crenshaw) on May 14, 2012 (the Original Schedule 13D), as previously amended by Amendment No. 1 to the Original Schedule 13D filed on June 12, 2017 (Amendment No. 1), Amendment No. 2 to the Original Schedule 13D filed on August 4, 2017 (Amendment No. 2), Amendment No. 3 to the Original Schedule 13D filed on July 27, 2018 (Amendment No. 3), Amendment No. 4 to the Original Schedule 13D filed on August 7, 2018 (Amendment No. 4), Amendment No. 5 to the Original Schedule 13D filed on August 21, 2018 (Amendment No. 5), Amendment No. 6 to the Original Schedule 13D filed on November 11, 2018 (Amendment No. 6), Amendment No. 7 to the Original Schedule 13D filed on December 17, 2018 (Amendment No. 7), Amendment No. 8 to the Original Schedule 13D filed on December 28, 2018 (Amendment No. 8), Amendment No. 9 to the Original Schedule 13D filed on May 13, 2019 (Amendment No. 9), and Amendment No. 10 to the Original Schedule 13D filed on August 6, 2019 by JCH, Mr. Crenshaw and LNG Investment Company, LLC, a Texas limited liability company (Holdings and, together with JCH and Mr. Crenshaw, the Reporting Persons) (Amendment No. 10 and collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7,  Amendment No. 8, and Amendment No. 9, the Schedule 13D), as specifically set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

This Amendment No. 11 is being filed to reflect a reduction in the percentage of shares of Common Stock beneficially owned by the Reporting Persons solely as a result of dilution due to equity issuances by the Company. This Amendment No. 11 is being filed to amend the information disclosed in the Schedule 13D as set forth herein. Except as set forth below, all previous Items are unchanged.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated in its entirety as follows.

 

(a)-(b) The aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons ((i)in the case of JCH and Mr. Crenshaw, on the basis of a total of 16,841,237 shares of Common Stock deemed to be outstanding, which includes (A) 16,800,612 shares of Common Stock deemed to be outstanding as of October 21, 2019, as reported in the Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on October 22, 2019 (the Form S-1/A) and (B) 40,625 shares of Common Stock issuable upon exercise of the Warrants currently held by JCH, and (ii) in the case of Holdings, on the basis of a total of 16,800,612 shares of Common Stock deemed to be outstanding as of October 21, 2019, as reported in the Form S-1/A) is as follows:

 

		Common Stock				Warrants				Percent of
Name		Sole		Shared		Sole		Shared		Class
JCH		0		368,511		0		40,625		2.4	%
Holdings		0		12,580,808		0		0		74.9	%
Mr. Crenshaw		0		12,949,319		0		40,625		77.1	%

 

5

 

Mr. Crenshaw may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock owned by each of JCH and Holdings by virtue of being the sole managing member of JCH and the sole manager of Holdings. Mr. Crenshaw disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this Schedule 13D shall not be deemed an admission that Mr. Crenshaw is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose

 

(c) Except as disclosed in Item 3 of this Schedule 13D, none of the Reporting Persons, and to their knowledge, any of their respective executive officers, directors, general partners, or managing members, as applicable, has effected a transaction in Common Stock during the 60 calendar days preceding the date of this Schedule 13D.

 

(d) Except as otherwise described herein, and to the knowledge of the Reporting Persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from sale of, the Common Stock deemed to be beneficially owned by them.

 

(e) Not applicable.

 

Item 7.   Material to Be Filed as Exhibits

 

Item 7 is hereby amended and supplemented by adding the following:

 

Exhibit A*:

Joint Filing Agreement.

 

* Filed herewith

 

6

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: November 4, 2019	JCH CRENSHAW HOLDINGS, LLC
	By:	/s/ J. Casey Crenshaw
	Name: J. Casey Crenshaw
	Title: President
	LNG INVESTMENT COMPANY, LLC
	By:	/s/ J. Casey Crenshaw
	Name: J. Casey Crenshaw
	Title: Manager
	/s/ J. Casey Crenshaw
	J. Casey Crenshaw

 

7

 

Exhibit Index

 

Exhibit A*:

Joint Filing Agreement.

 

*Filed herewith

 

8