Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

(Amendment No. 4)*

 

Under the Securities Exchange Act of 1934

 

 

                 Dune Energy, Inc.**               

(Name of Issuer)

       Common Stock, par value $0.001 per share    

(Titles of Class of Securities)

                                 265338707                                     

(CUSIP Number)

                           December 31, 2015                            

(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)

(Continued on following pages)

 

(Page 1 of 9 Pages)

 

* The remainder of this cover page shall be filled out of 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.

** Amendment No. 3 to this Schedule 13G relating to the Common Stock of Dune Energy, Inc. (dated February 13, 2015) was inadvertently filed for a second time on February 16, 2016 instead of this Amendment No. 4. This Amendment No. 4 is being filed to correct the filing error. The above-referenced Amendment No. 3 filed on February 16, 2016 should be disregarded.

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, as amended (the “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).

 

 

CUSIP No. 265338707				13G	Page 2 of 9
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   TPG Opportunities Advisors, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER - 0 -
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON* CO

 

 

 

CUSIP No. 265338707				13G	Page 3 of 9
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   David Bonderman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER - 0 -
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON* IN

 

 

CUSIP No. 265338707				13G	Page 4 of 9
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   James G. Coulter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER - 0 -
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON* IN

 

 

Item 1(a). Name of Issuer:

 

Dune Energy, Inc. (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

Two Shell Plaza

777 Walker Street, Suite 2300

Houston, Texas 77002

 

Item 2(a). Name of Person Filing:

 

This Amendment No. 4 to Schedule 13G (as amended, the “Schedule 13G”) is being filed jointly on behalf of TPG Opportunities Advisors, Inc., a Delaware corporation (“Opportunities Advisors”), David Bonderman and James G. Coulter (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.

 

On September 30, 2015, the effective date of the plan under Chapter 11 of the U.S. Bankruptcy Code of the Issuer and its subsidiaries, all shares of Common Stock (as defined below), including those directly held by the TPG Funds (as defined below) were cancelled.

 

Opportunities Advisors is the general partner of each of (i) TPG Opportunity Fund I, L.P., a Delaware limited partnership (“Opportunity I”), which directly held shares of Common Stock of the Issuer (the “Opportunity I Shares”) and (ii) TPG Opportunity Fund III, L.P., a Delaware limited partnership (“Opportunity III” and, together with Opportunity I, the “TPG Funds”), which directly held shares of Common Stock of the Issuer (the “Opportunity III Shares” and, together with the Opportunity I Shares, the “Shares”). Because of Opportunities Advisors’ relationship to the TPG Funds, Opportunities Advisors may have been deemed to have beneficially owned the Shares.

 

David Bonderman and James G. Coulter are officers and sole shareholders of Opportunities Advisors and therefore may have been deemed to have beneficially owned the Shares. Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

The principal business address of each of the Reporting Persons is as follows:

 

c/o TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

 

Item 2(c). Citizenship:

 

See responses to Item 4 on each cover page.

 

Item 2(d). Titles of Classes of Securities:

 

Common Stock, par value $0.001 per share (“Common Stock”).

Item 2(e). CUSIP Number:

 

265338707

 

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(n):

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ☐ Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) ☐ Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) ☐ Parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ 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);

(j) ☐ Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) ☐ 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: _______________

 

Item 4.               Ownership  

 

(a)

Amount beneficially owned:

 

    See responses to Item 9 on each cover page.

 

(b)

Percent of class:

 

    See responses to Item 11 on each cover page.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:

 

See responses to Item 5 on each cover page. 

 

(ii)

Shared power to vote or to direct the vote:

 

See responses to Item 6 on each cover page.

 

(iii)

Sole power to dispose or to direct the disposition of:

 

See responses to Item 7 on each cover page.

 

(iv)

Shared power to dispose or to direct the disposition of:

 

See responses to Item 8 on each cover page.

 

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 x.

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.  

 

See response to Item 2(a) above.

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 each of the undersigned certifies that, to the best of its or his 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, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Dated: June 9, 2016

	TPG Opportunities Advisors, Inc.
	By: /s/ David Stiepleman    .
	Name:	David Stiepleman
	Title:	Vice President
	David Bonderman
	By: /s/ Clive Bode              .
	Name:	Clive Bode, on behalf of David Bonderman (1)
	James G. Coulter
	By: /s/ Clive Bode              .
	Name:	Clive Bode, on behalf of James G. Coulter (2)

 

 

 

 

_______________

 

(1) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).

 

(2) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).

 

Exhibit Index

Exhibit 1

Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.*

 

_______________

* Incorporated herein by reference to the Agreement of Joint Filing by TPG Opportunities Advisors, Inc., David Bonderman and James G. Coulter, dated as of January 13, 2012, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Opportunities Advisors, Inc., David Bonderman and James G. Coulter on January 13, 2012.