Filing Details
- Accession Number:
- 0000950170-25-034158
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-05 19:00:00
- Filed By:
- Amberjack Capital Fund II, L.P.
- Company:
- Innovex International Inc. (NYSE:INVX)
- Filing Date:
- 2025-03-06
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Amberjack Capital Fund II, L.P. | 21,773,618 | 0 | 21,773,618 | 0 | 21,773,618 | 31.4% |
Innovex Co-Invest Fund II, L.P. | 5,083,965 | 0 | 5,083,965 | 0 | 5,083,965 | 7.3% |
Innovex Co-Invest Fund, L.P. | 1,204,903 | 0 | 1,204,903 | 0 | 1,204,903 | 1.7% |
Intervale Capital Fund II, L.P. | 1,039,364 | 0 | 1,039,364 | 0 | 1,039,364 | 1.5% |
Intervale Capital Fund II-A, L.P. | 515 | 0 | 515 | 0 | 515 | 0% |
Intervale Capital Fund III, L.P. | 267,457 | 0 | 267,457 | 0 | 267,457 | 0.4% |
Amberjack Capital GP II, L.P. | 21,773,618 | 0 | 21,773,618 | 0 | 21,773,618 | 31.4% |
Innovex Co-Invest Fund II GP, L.P. | 5,083,965 | 0 | 5,083,965 | 0 | 5,083,965 | 7.3% |
Innovex Co-Invest Fund GP, L.P. | 1,204,903 | 0 | 1,204,903 | 0 | 1,204,903 | 1.7% |
Intervale Capital GP II, L.P. | 1,039,879 | 0 | 1,039,879 | 0 | 1,039,879 | 1.5% |
Intervale Capital GP III, L.P. | 267,457 | 0 | 267,457 | 0 | 267,457 | 0.4% |
Amberjack Capital Associates II, LLC | 21,773,618 | 0 | 21,773,618 | 0 | 21,773,618 | 31.4% |
Innovex Co-Invest Associates, LLC | 6,288,868 | 0 | 6,288,868 | 0 | 6,288,868 | 9.1% |
Intervale Capital Associates II, LLC | 1,039,879 | 0 | 1,039,879 | 0 | 1,039,879 | 1.5% |
Intervale Capital Associates III, LLC | 267,457 | 0 | 267,457 | 0 | 267,457 | 0.4% |
Amberjack Capital Partners, L.P. | 29,369,822 | 0 | 29,369,822 | 0 | 29,369,822 | 42.4% |
Amberjack Management, LLC | 29,369,822 | 0 | 29,369,822 | 0 | 29,369,822 | 42.4% |
Jason Turowsky | 29,369,822 | 0 | 29,369,822 | 0 | 29,369,822 | 42.4% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Innovex International, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
457651107 (CUSIP Number) |
Jason Turowsky Amberjack Capital Partners, L.P., 4400 Post Oak Parkway, Suite 2760 Houston, TX, 77002 (281) 605-3900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/03/2025 (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.


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).
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Amberjack Capital Fund II, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
21,773,618.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
31.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Innovex Co-Invest Fund II, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
5,083,965.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
7.3 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Innovex Co-Invest Fund, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,204,903.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
1.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Intervale Capital Fund II, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,039,364.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Intervale Capital Fund II-A, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
515.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Intervale Capital Fund III, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
267,457.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Amberjack Capital GP II, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
21,773,618.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
31.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Innovex Co-Invest Fund II GP, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
5,083,965.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
7.3 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Innovex Co-Invest Fund GP, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,204,903.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
1.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Intervale Capital GP II, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,039,879.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Intervale Capital GP III, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
267,457.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Amberjack Capital Associates II, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
21,773,618.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
31.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Innovex Co-Invest Associates, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
6,288,868.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Intervale Capital Associates II, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,039,879.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Intervale Capital Associates III, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
267,457.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Amberjack Capital Partners, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
29,369,822.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
42.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN, IA |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Amberjack Management, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
29,369,822.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
42.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO, HC |
SCHEDULE 13D
|
CUSIP No. | 457651107 |
1 |
Name of reporting person
Jason Turowsky | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
29,369,822.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
42.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
(b) | Name of Issuer:
Innovex International, Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
19120 Kenswick Drive, Humble,
TEXAS
, 77338. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the "SEC") on September 13, 2024 (the "Schedule 13D"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. | ||
Item 2. | Identity and Background | |
(a) | Item 2 of the Schedule 13D is hereby amended and restated as follows:
The persons filing this Schedule 13D (collectively, the "Reporting Persons") are:
i. Amberjack Capital Fund II, L.P., a Delaware limited partnership ("Amberjack Capital Fund II"), with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Innovex International, Inc. (the "Issuer") directly and beneficially owned by it;
ii. Innovex Co-Invest Fund II, L.P., a Delaware limited partnership ("Innovex Co-Invest Fund II"), with respect to the Common Stock directly and beneficially owned by it;
iii. Innovex Co-Invest Fund, L.P., a Delaware limited partnership ("Innovex Co-Invest Fund"), with respect to the Common Stock directly and beneficially owned by it;
iv. Intervale Capital Fund II, L.P., a Delaware limited partnership ("Intervale Capital Fund II"), with respect to the Common Stock directly and beneficially owned by it;
v. Intervale Capital Fund II-A, L.P., a Delaware limited partnership ("Intervale Capital Fund II-A"), with respect to the Common Stock directly and beneficially owned by it;
vi. Intervale Capital Fund III, L.P., a Delaware limited partnership ("Intervale Capital Fund III" and, together with Amberjack Capital Fund II, Innovex Co-Invest Fund II, Innoves Co-Invest Fund, Intervale Co-Invest Fund, Intervale Capital Fund II and Intervale Capital Fund II-A, each a "Fund" and collectively, the "Funds"), with respect to the Common Stock directly and beneficially owned by it;
vii. Amberjack Capital GP II, L.P. ("Amberjack Capital GP II"), as the general partner of Amberjack Capital Fund II;
viii. Innovex Co-Invest Fund II GP, L.P. ("Innovex Co-Invest Fund II GP"), as the general partner of Innovex Co-Invest Fund II;
ix. Innovex Co-Invest Fund GP, L.P. ("Innovex Co-Invest Fund GP"), as the general partner of Innovex Co-Invest Fund;
x. Intervale Capital GP II, L.P. ("Intervale Capital GP II"), as the general partner of Intervale Capital Fund II and Intervale Capital Fund II-A;
xi. Intervale Capital GP III, L.P. ("Intervale Capital GP III" and, together with Amberjack Capital GP II, Innovex Co-Invest Fund II GP, Innovex Co-Invest Fund GP and Intervale Capital GP II, each a "General
Partner" and collectively the "General Partners"), as the general partner of Intervale Capital Fund III;
xii. Amberjack Capital Associates II, LLC ("Amberjack Capital Associates II"), as the general partner of Amberjack Capital GP II;
xiii. Innovex Co-Invest Associates, LLC ("Innovex Co-Invest Associates"), as the general partner of Innovex Co-Invest Fund II GP and Innovex Co-Invest Fund GP;
xiv. Intervale Capital Associates II, LLC ("Intervale Capital Associates II"), as the general partner of Intervale Capital GP II;
xv. Intervale Capital Associates III, LLC ("Intervale Capital Associates III" and, together with Amberjack Capital Associates II, Innovex Co-Invest Associates and Intervale Capital Associates II, each a "Mid- Tier Entity" and collectively the "Mid-Tier Entities"), as the general partner of Intervale Capital GP III;
xvi. Amberjack Capital Partners, L.P. ("Amberjack Capital Partners"), as the Investment Advisor of Amberjack Capital Fund II, Innovex Co-Invest Fund II, Innovex Co-Invest Fund, Intervale Capital Fund II, Intervale Capital Fund II-A and Intervale Capital Fund III;
xvii. Amberjack Management, LLC ("Amberjack Management"), as the general partner of Amberjack Capital Partners; and
xviii.Jason Turowsky, as managing partner of Amberjack Management and a member of Amberjack Capital Associates II, Innovex Co-Invest Associates, Intervale Capital Associates II, and Intervale Capital Associates III. | |
(b) | The business address or address of its principal office, as applicable, of the Reporting Persons is 4400 Post Oak Parkway, Suite 2760, Houston, Texas 77002. | |
(c) | The Funds are primarily engaged in the business of investing. Amberjack Capital Partners acts as an investment adviser to the Funds and other clients. Amberjack Management is the general partner of Amberjack Capital Partners. Jason Turowsky is managing partner of Amberjack Management. The General Partners are in the business of acting as general partners of the respective Funds. Amberjack Capital GP II is the general partner of Amberjack Capital Fund II. Innovex Co-Invest Fund II GP is the general partner of Innovex Co-Invest Fund II. Innovex Co-Invest Fund GP is the general partner of Innovex Co-Invest Fund. Intervale Capital GP II is the general partner of Intervale Capital Fund II. Intervale Capital GP II is the general partner of Intervale Capital Fund II-A. Intervale Capital GP III is the general partner of Intervale Capital Fund III. The Mid-Tier Entities are in the business of acting as holding companies for the General Partners. Amberjack Capital Associates II is the general partner of Amberjack Capital GP II. Innovex Co-Invest Associates is the general partner of Innovex Co-Invest Fund II GP. Innovex Co-Invest Associates is the general partner of Innovex Co-Invest Fund GP. Intervale Capital Associates II is the general partner of Intervale Capital GP II. Intervale Capital Associates II is the general partner of Intervale Capital GP II. Intervale Capital Associates III is the general partner of Intervale Capital GP III. | |
(d) | During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
(e) | During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
(f) | i. Amberjack Capital Fund II, L.P. - Delaware
ii. Innovex Co-Invest Fund II, L.P. - Delaware
iii. Innovex Co-Invest Fund, L.P. - Delaware
iv. Intervale Capital Fund II, L.P. - Delaware
v. Intervale Capital Fund II-A, L.P. - Delaware
vi. Intervale Capital Fund III, L.P. - Delaware
vii. Amberjack Capital GP II, L.P. - Delaware
viii. Innovex Co-Invest Fund II GP, L.P. - Delaware
ix. Innovex Co-Invest Fund GP, L.P. - Delaware
x. Intervale Capital GP II, L.P. - Delaware
xi. Intervale Capital GP III, L.P. - Delaware
xii. Amberjack Capital Associates II, LLC - Delaware
xiii. Innovex Co-Invest Associates, LLC - Delaware
xiv. Intervale Capital Associates II, LLC - Delaware
xv. Intervale Capital Associates III, LLC - Delaware
xvi. Amberjack Capital Partners - Delaware
xvii. Amberjack Management, LLC - Delaware
xviii.Jason Turowsky - United States | |
Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On March 3, 2025, Will Donnell was appointed to the Board as an Amberjack Designee to replace W. Patrick Connelly. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Item 5 of the Schedule 13D is hereby amended and restated as follows:
Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 69,261,035 shares of Common Stock of the Issuer outstanding as of February 26, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on March 3, 2025.
i. Amberjack Capital Fund II
As of the date hereof, Amberjack Capital Fund II beneficially owns 21,773,618 shares of Common Stock.
Percentage: 31.4%
ii. Innovex Co-Invest Fund II
As of the date hereof, Innovex Co-Invest Fund II beneficially owns 5,083,965 shares of Common Stock.
Percentage: 7.3%
iii. Innovex Co-Invest Fund
As of the date hereof, Innovex Co-Invest Fund beneficially owns 1,204,903 shares of Common Stock.
Percentage: 1.7%
iv. Intervale Capital Fund II
As of the date hereof, Intervale Capital Fund II beneficially owns 1,039,364 shares of Common Stock.
Percentage: 1.5%
v. Intervale Capital Fund II-A
As of the date hereof, Intervale Capital Fund II-A beneficially owns 515 shares of Common Stock.
Percentage: Less than 0.1%
vi. Intervale Capital Fund III
As of the date hereof, Intervale Capital Fund III beneficially owns 267,457 shares of Common Stock.
Percentage: 0.4%
vii. Amberjack Capital GP II
Amberjack Capital GP II, as the general partner of Amberjack Capital Fund II, may be deemed the beneficial owner of the 21,773,618 shares of Common Stock owned by Amberjack Capital Fund II.
Percentage: 31.4%
viii. Innovex Co-Invest Fund II GP
Innovex Co-Invest Fund II GP, as the general partner of Innovex Co-Invest Fund II, may be deemed the beneficial owner of the 5,083,965 shares of Common Stock owned by Innovex Co-Invest Fund II.
Percentage: 7.3%
ix. Innovex Co-Invest Fund GP
Innovex Co-Invest Fund GP, as the general partner of Innovex Co-Invest Fund, may be deemed the beneficial owner of the 1,204,903 shares of Common Stock owned by Innovex Co-Invest Fund.
Percentage: 1.7%
x. Intervale Capital GP II
Intervale Capital GP II, as the general partner of Intervale Capital Fund II and Intervale Capital Fund II-A, may be deemed the beneficial owner of 1,039,879 shares of Common Stock, comprised of the (i) 1,039,364 shares of Common Stock owned by Intervale Capital Fund II and (ii) 515 shares of Common Stock owned by Intervale Capital Fund II-A.
Percentage: 1.5%
xi. Intervale Capital GP III
Intervale Capital GP III, as the general partner of Intervale Capital Fund III, may be deemed the beneficial owner of the 267,457 shares of Common Stock owned by Intervale Capital Fund III.
Percentage: 0.4%
xii. Amberjack Capital Associates II
Amberjack Capital Associates II, as the general partner of Amberjack Capital GP II, may be deemed the beneficial owner of the 21,773,618 shares of Common Stock owned by Amberjack Capital Fund II.
Percentage: 31.4%
xiii. Innovex Co-Invest Associates
Innovex Co-Invest Associates, as the general partner of Innovex Co-Invest Fund II GP and Innovex Co-Invest Fund GP, may be deemed the beneficial owner of 6,288,868 shares of Common Stock, comprised of the (i) 5,083,965 shares of Common Stock owned by Innovex Co-Invest Fund II and (ii) 1,204,903 shares of Common Stock owned by Innovex Co-Invest Fund.
Percentage: 9.1%
xiv. Intervale Capital Associates II
Intervale Capital Associates II, as the general partner of Intervale Capital GP II, may be deemed the beneficial owner of 1,039,879 shares of Common Stock, comprised of the (i) 1,039,364 shares of Common Stock owned by Intervale Capital Fund II and (ii) 515 shares of Common Stock owned by Intervale Capital Fund II-A.
Percentage: 1.5%
xv. Intervale Capital Associates III
Intervale Capital Associates III, as the general partner of Intervale Capital GP III, may be deemed the beneficial owner of the 267,457 shares of Common Stock owned by Intervale Capital Fund III.
Percentage: 0.4%
xvi. Amberjack Capital Partners
Amberjack Capital Partners, as the sole member of Amberjack Capital Associates II, Innovex Co-Invest Associates, Intervale Capital Associates II, and Intervale Capital Associates III, may be
deemed the beneficial owner of 29,369,822 shares of Common Stock, comprised of the (i) 21,773,618 shares of Common Stock owned by Amberjack Capital Fund II, (ii) 5,083,965 shares of
Common Stock owned by Innovex Co-Invest Fund II, (iii) 1,204,903 shares of Common Stock owned by Innovex Co-Invest Fund, (iv) 1,039,364 shares of Common Stock owned by Intervale Capital
Fund II, (v) 515 shares of Common Stock owned by Intervale Capital Fund II-A, and (vi) 267,457 shares of Common Stock owned by Intervale Capital Fund III.
Percentage: 42.4%
xvii. Amberjack Management
Amberjack Management, as the general partner of Amberjack Capital Partners, may be deemed the beneficial owner of
29,369,822 shares of Common Stock, comprised of the (i) 21,773,618 shares of Common Stock owned by Amberjack Capital Fund II, (ii) 5,083,965 shares of Common Stock owned by Innovex
Co-Invest Fund II, (iii) 1,204,903 shares of Common Stock owned by Innovex Co-Invest Fund, (iv) 1,039,364 shares of Common Stock owned by Intervale Capital Fund II, (v) 515 shares of Common
Stock owned by Intervale Capital Fund II-A, and (vi) 267,457 shares of Common Stock owned by Intervale Capital Fund III.
Percentage: 42.4%
xviii.Jason Turowsky
Jason Turowsky, as managing partner of Amberjack Management, may be deemed the beneficial owner of 29,369,822 shares of Common Stock, comprised of the (i) 21,773,618 shares of
Common Stock owned by Amberjack Capital Fund II, (ii) 5,083,965 shares of Common Stock owned by Innovex Co-Invest Fund II, (iii) 1,204,903 shares of Common Stock owned by Innovex
CoInvest Fund, (iv) 1,039,364 shares of Common Stock owned by Intervale Capital Fund II, (v) 515 shares of Common Stock owned by Intervale Capital Fund II-A, and (vi) 267,457 shares of
Common Stock owned by Intervale Capital Fund III.
Percentage: 42.4%
| |
(b) | i. Amberjack Capital Fund II
1. Sole power to vote or direct vote: 21,773,618
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 21,773,618
4. Shared power to dispose or direct the disposition: 0
ii. Innovex Co-Invest Fund II
1. Sole power to vote or direct vote: 5,083,965
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,083,965
4. Shared power to dispose or direct the disposition: 0
iii. Innovex Co-Invest Fund
1. Sole power to vote or direct vote: 1,204,903
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,204,903
4. Shared power to dispose or direct the disposition: 0
iv. Intervale Capital Fund II
1. Sole power to vote or direct vote: 1,039,364
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,039,364
4. Shared power to dispose or direct the disposition: 0
v. Intervale Capital Fund II-A
1. Sole power to vote or direct vote: 515
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 515
4. Shared power to dispose or direct the disposition: 0
vi. Intervale Capital Fund III
1. Sole power to vote or direct vote: 267,457
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 267,457
4. Shared power to dispose or direct the disposition: 0
vii. Amberjack Capital GP II
1. Sole power to vote or direct vote: 21,773,618
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 21,773,618
4. Shared power to dispose or direct the disposition: 0
viii. Innovex Co-Invest Fund II GP
1. Sole power to vote or direct vote: 5,083,965
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,083,965
4. Shared power to dispose or direct the disposition: 0
ix. Innovex Co-Invest Fund GP
1. Sole power to vote or direct vote: 1,204,903
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,204,903
4. Shared power to dispose or direct the disposition: 0
x. Intervale Capital GP II
1. Sole power to vote or direct vote: 1,039,879
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,039,879
4. Shared power to dispose or direct the disposition: 0
xi. Intervale Capital GP III
1. Sole power to vote or direct vote: 267,457
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 267,457
4. Shared power to dispose or direct the disposition: 0
xii. Amberjack Capital Associates II
1. Sole power to vote or direct vote: 21,773,618
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 21,773,618
4. Shared power to dispose or direct the disposition: 0
xiii. Innovex Co-Invest Associates
1. Sole power to vote or direct vote: 6,288,868
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,288,868
4. Shared power to dispose or direct the disposition: 0
xiv. Intervale Capital Associates II
1. Sole power to vote or direct vote: 1,039,879
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,039,879
4. Shared power to dispose or direct the disposition: 0
xv. Intervale Capital Associates III
1. Sole power to vote or direct vote: 267,457
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 267,457
4. Shared power to dispose or direct the disposition: 0
xvi. Amberjack Capital Partners
1. Sole power to vote or direct vote: 29,369,822
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 29,369,822
4. Shared power to dispose or direct the disposition: 0
xvii. Amberjack Management
1. Sole power to vote or direct vote: 29,369,822
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 29,369,822
4. Shared power to dispose or direct the disposition: 0
xviii. Jason Turowsky
1. Sole power to vote or direct vote: 29,369,822
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 29,369,822
4. Shared power to dispose or direct the disposition: 0 | |
(c) | The information in Item 4 is incorporated herein by reference. Except as disclosed in this Schedule 13D, there have been no transactions in the shares of Common Stock effected by the Reporting Persons on behalf of the Funds in the past 60 days. | |
(d) | Not applicable. | |
(e) | Not applicable. | |
Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement dated March 5, 2025. |
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|