UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Evolution
Petroleum Corporation
(Name of Issuer)
Common Stock, par value $0.001 per
share
(Title of Class of Securities)
30049A107
(CUSIP Number)
John V. Lovoi
10000 Memorial Drive, Suite 550
Houston, Texas 77024
(713) 579-2617
Copies to:
Timothy T. Samson
Thompson & Knight LLP
333 Clay Street, Suite 3300
Houston, TX 77002
(713) 654-8111
(Name, Address
and Telephone Number of Person
Authorized to Receive Notices and Communications)
December
31, 2014
(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.
*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).
| CUSIP No. 30049A107 | ||||||||
| (1) | Names of Reporting Persons | |||||||
| John V. Lovoi | ||||||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) x | ||||||
| (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 | Texas, United States | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 0 | |||||
| (8) | Shared Voting Power | 5,390,727 shares | ||||||
| (9) | Sole Dispositive Power | 0 | ||||||
| (10) | Shared Dispositive Power | 5,390,727 shares | ||||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | 5,390,727 shares | ||||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||||||
| (13) | Percent of Class Represented by Amount in Row (11) | 16.41% (1) | ||||||
| (14) | Type of Reporting Person (See Instructions) | IN | ||||||
(1) The percentages reported in this Schedule 13D/A are based upon 32,860,087 shares of common stock outstanding as of February 2, 2015 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on February 6, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D/A are, subject to the prior sentence, as of December 31, 2014.
| CUSIP No. 30049A107 | ||||||||
| (1) | Names of Reporting Persons | |||||||
| JVL Advisors, LLC | ||||||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) x | ||||||
| (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 | Texas, United States | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 0 | |||||
| (8) | Shared Voting Power | 5,390,727 shares | ||||||
| (9) | Sole Dispositive Power | 0 | ||||||
| (10) | Shared Dispositive Power | 5,390,727 shares | ||||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | 5,390,727 shares | ||||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||||||
| (13) | Percent of Class Represented by Amount in Row (11) | 16.41% (1) | ||||||
| (14) | Type of Reporting Person (See Instructions) | OO | ||||||
(1) The percentages reported in this Schedule 13D/A are based upon 32,860,087 shares of common stock outstanding as of February 2, 2015 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on February 6, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D/A are, subject to the prior sentence, as of December 31, 2014.
| CUSIP No. 30049A107 | ||||||||
| (1) | Names of Reporting Persons | |||||||
| Navitas Fund, LP | ||||||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) x | ||||||
| (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 | Texas, United States | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 975,041 shares | |||||
| (8) | Shared Voting Power | 0 | ||||||
| (9) | Sole Dispositive Power | 975,041 shares | ||||||
| (10) | Shared Dispositive Power | 0 | ||||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | 975,041 shares | ||||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||||||
| (13) | Percent of Class Represented by Amount in Row (11) | 2.97% (1) | ||||||
| (14) | Type of Reporting Person (See Instructions) | PN | ||||||
(1) The percentages reported in this Schedule 13D/A are based upon 32,860,087 shares of common stock outstanding as of February 2, 2015 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on February 6, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D/A are, subject to the prior sentence, as of December 31, 2014.
| CUSIP No. 30049A107 | ||||||||
| (1) | Names of Reporting Persons | |||||||
| Luxiver, LP | ||||||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) x | ||||||
| (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, United States | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 1,342,967 shares | |||||
| (8) | Shared Voting Power | 0 | ||||||
| (9) | Sole Dispositive Power | 1,342,967 shares | ||||||
| (10) | Shared Dispositive Power | 0 | ||||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | 1,342,967 shares | ||||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||||||
| (13) | Percent of Class Represented by Amount in Row (11) | 4.09% (1) | ||||||
| (14) | Type of Reporting Person (See Instructions) | PN | ||||||
(1) The percentages reported in this Schedule 13D/A are based upon 32,860,087 shares of common stock outstanding as of February 2, 2015 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on February 6, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D/A are, subject to the prior sentence, as of December 31, 2014.
| CUSIP No. 30049A107 | ||||||||
| (1) | Names of Reporting Persons | |||||||
| TJS Energy Fund, LP | ||||||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) x | ||||||
| (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, United States | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 40,600 shares | |||||
| (8) | Shared Voting Power | 0 | ||||||
| (9) | Sole Dispositive Power | 40,600 shares | ||||||
| (10) | Shared Dispositive Power | 0 | ||||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | 40,600 shares | ||||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||||||
| (13) | Percent of Class Represented by Amount in Row (11) | 0.12% (1) | ||||||
| (14) | Type of Reporting Person (See Instructions) | PN | ||||||
(1) The percentages reported in this Schedule 13D/A are based upon 32,860,087 shares of common stock outstanding as of February 2, 2015 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on February 6, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D/A are, subject to the prior sentence, as of December 31, 2014.
| CUSIP No. 30049A107 | ||||||||
| (1) | Names of Reporting Persons | |||||||
| Hephaestus Energy Fund, LP | ||||||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) x | ||||||
| (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, United States | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 844,261 shares | |||||
| (8) | Shared Voting Power | 0 | ||||||
| (9) | Sole Dispositive Power | 844,261 shares | ||||||
| (10) | Shared Dispositive Power | 0 | ||||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | 844,261 shares | ||||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||||||
| (13) | Percent of Class Represented by Amount in Row (11) | 2.57% (1) | ||||||
| (14) | Type of Reporting Person (See Instructions) | PN | ||||||
(1) The percentages reported in this Schedule 13D/A are based upon 32,860,087 shares of common stock outstanding as of February 2, 2015 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on February 6, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D/A are, subject to the prior sentence, as of December 31, 2014.
| CUSIP No. 30049A107 | ||||||||
| (1) | Names of Reporting Persons | |||||||
| Asklepios Energy Fund, LP | ||||||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) x | ||||||
| (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 | Texas, United States | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 199,700 shares | |||||
| (8) | Shared Voting Power | 0 | ||||||
| (9) | Sole Dispositive Power | 199,700 shares | ||||||
| (10) | Shared Dispositive Power | 0 | ||||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | 199,700 shares | ||||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||||||
| (13) | Percent of Class Represented by Amount in Row (11) | .61% (1) | ||||||
| (14) | Type of Reporting Person (See Instructions) | PN | ||||||
(1) The percentages reported in this Schedule 13D/A are based upon 32,860,087 shares of common stock outstanding as of February 2, 2015 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on February 6, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D/A are, subject to the prior sentence, as of December 31, 2014.
| CUSIP No. 30049A107 | ||||||||
| (1) | Names of Reporting Persons | |||||||
| Panakeia Energy Fund, LP | ||||||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) x | ||||||
| (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, United States | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 175,000 shares | |||||
| (8) | Shared Voting Power | 0 | ||||||
| (9) | Sole Dispositive Power | 175,000 shares | ||||||
| (10) | Shared Dispositive Power | 0 | ||||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | 175,000 shares | ||||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||||||
| (13) | Percent of Class Represented by Amount in Row (11) | .53% (1) | ||||||
| (14) | Type of Reporting Person (See Instructions) | PN | ||||||
(1) The percentages reported in this Schedule 13D/A are based upon 32,860,087 shares of common stock outstanding as of February 2, 2015 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on February 6, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D/A are, subject to the prior sentence, as of December 31, 2014.
| CUSIP No. 30049A107 | ||||||||
| (1) | Names of Reporting Persons | |||||||
| URJA, LP | ||||||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) x | ||||||
| (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, United States | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 22,115 shares | |||||
| (8) | Shared Voting Power | 0 | ||||||
| (9) | Sole Dispositive Power | 22,115 shares | ||||||
| (10) | Shared Dispositive Power | 0 | ||||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | 22,115 shares | ||||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||||||
| (13) | Percent of Class Represented by Amount in Row (11) | 0.07% (1) | ||||||
| (14) | Type of Reporting Person (See Instructions) | PN | ||||||
(1) The percentages reported in this Schedule 13D/A are based upon 32,860,087 shares of common stock outstanding as of February 2, 2015 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on February 6, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D/A are, subject to the prior sentence, as of December 31, 2014.
| CUSIP No. 30049A107 | ||||||||
| (1) | Names of Reporting Persons | |||||||
| Children’s Energy Fund, LP | ||||||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) x | ||||||
| (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, United States | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 143,956 shares | |||||
| (8) | Shared Voting Power | 0 | ||||||
| (9) | Sole Dispositive Power | 143,956 shares | ||||||
| (10) | Shared Dispositive Power | 0 | ||||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | 143,956 shares | ||||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||||||
| (13) | Percent of Class Represented by Amount in Row (11) | .44% (1) | ||||||
| (14) | Type of Reporting Person (See Instructions) | PN | ||||||
(1) The percentages reported in this Schedule 13D/A are based upon 32,860,087 shares of common stock outstanding as of February 2, 2015 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on February 6, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D/A are, subject to the prior sentence, as of December 31, 2014.
| CUSIP No. 30049A107 | ||||||||
| (1) | Names of Reporting Persons | |||||||
| LVPU, LP | ||||||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) x | ||||||
| (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, United States | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 66,348 shares | |||||
| (8) | Shared Voting Power | 0 | ||||||
| (9) | Sole Dispositive Power | 66,348 shares | ||||||
| (10) | Shared Dispositive Power | 0 | ||||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | 66,348 shares | ||||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||||||
| (13) | Percent of Class Represented by Amount in Row (11) | 0.20% (1) | ||||||
| (14) | Type of Reporting Person (See Instructions) | PN | ||||||
(1) The percentages reported in this Schedule 13D/A are based upon 32,860,087 shares of common stock outstanding as of February 2, 2015 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on February 6, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D/A are, subject to the prior sentence, as of December 31, 2014.
| CUSIP No. 30049A107 | ||||||||
| (1) | Names of Reporting Persons | |||||||
| Belridge Energy Advisors, LP | ||||||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) x | ||||||
| (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, United States | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 1,300,879 shares | |||||
| (8) | Shared Voting Power | 0 | ||||||
| (9) | Sole Dispositive Power | 1,300,879 shares | ||||||
| (10) | Shared Dispositive Power | 0 | ||||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | 1,300,879 shares | ||||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||||||
| (13) | Percent of Class Represented by Amount in Row (11) | 3.99% (1) | ||||||
| (14) | Type of Reporting Person (See Instructions) | PN | ||||||
(1) The percentages reported in this Schedule 13D/A are based upon 32,860,087 shares of common stock outstanding as of February 2, 2015 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on February 6, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D/A are, subject to the prior sentence, as of December 31, 2014.
| CUSIP No. 30049A107 | ||||||||
| (1) | Names of Reporting Persons | |||||||
| JVL Partners, LP | ||||||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) (b) x | ||||||
| (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 | Texas, United States | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 279,860 shares | |||||
| (8) | Shared Voting Power | 0 | ||||||
| (9) | Sole Dispositive Power | 279,860 shares | ||||||
| (10) | Shared Dispositive Power | 0 | ||||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | 279,860 shares | ||||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||||||
| (13) | Percent of Class Represented by Amount in Row (11) | 0.85% (1) | ||||||
| (14) | Type of Reporting Person (See Instructions) | PN | ||||||
(1) The percentages reported in this Schedule 13D/A are based upon 32,860,087 shares of common stock outstanding as of February 2, 2015 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on February 6, 2015). All of the numbers of shares beneficially owned and percentages of shares beneficially owned reported in this Schedule 13D/A are, subject to the prior sentence, as of December 31, 2014.
This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) is being filed with respect to the common stock, par value $0.001 per share (the “Evolution Common Stock”), of Evolution Petroleum Corporation, a Nevada corporation (“Evolution”), to amend the Schedule 13D filed on November 3, 2008 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed on July 14, 2009 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed on November 18, 2011 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D filed on October 30, 2012 (“Amendment No. 3”), and Amendment No. 4 to the Original Schedule 13D filed on March 11, 2014 (“Amendment No. 4”), Amendment No. 5 to the Original Schedule 13D filed on December 4, 2014 (“Amendment No. 5” and collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the “Schedule 13D”) and is being filed on behalf of Mr. John V. Lovoi, JVL Advisors, LLC, Belridge Energy Advisors, LP, Asklepios Energy Fund, LP, Navitas Fund, LP, Luxiver, LP, JVL Partners, LP, Panakeia Energy Fund, LP, Hephaestus Energy Fund, LP, TJS Energy Fund, LP, Urja, LP, Children’s Energy Fund, LP and LVPU, LP (collectively, the “Reporting Persons” and each a “Reporting Person”). This Amendment No. 6 is being filed to update the beneficial ownership of the Reporting Persons hereto.
Except as provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein but not defined have the meanings ascribed to them in the Schedule 13D.
Item 1. Security and Issuer.
No modification is made to Item 1 of the Schedule 13D.
Item 2. Identity and Background.
The information in Item 2 of the Schedule 13D is hereby amended in its entirety to read as follows:
(a) This Schedule 13D is filed jointly by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities and Exchange Act of 1934 (the “Act”), as amended:
| (i) | John V. Lovoi, a citizen of the United States of America (“Mr. Lovoi”); | |
| (ii) | JVL Advisors, LLC, a Texas limited liability company (“JVL Advisors”); | |
| (iii) | Belridge Energy Advisors, LP, a Delaware limited partnership (“Belridge”); | |
| (iv) | Asklepios Energy Fund, LP, a Texas limited partnership (“Asklepios”); | |
| (v) | Navitas Fund, LP, a Texas limited partnership (“Navitas”); | |
| (vi) | Luxiver, LP, a Delaware limited partnership (“Luxiver”); | |
| (vii) | JVL Partners, LP, a Texas limited partnership (“JVL Partners”); | |
| (viii) | Panakeia Energy Fund, LP, a Delaware limited partnership (“Panakeia”); | |
| (ix) | Hephaestus Energy Fund, LP; a Delaware limited partnership (“Hephaestus”); | |
| (x) | TJS Energy Fund, LP; a Delaware limited partnership (“TJS”); | |
| (xi) | Urja, LP; a Delaware limited partnership (“Urja”); | |
| (xii) | Children’s Energy Fund, LP; a Delaware limited partnership (“Children’s”); and | |
| (xiii) | LVPU, LP; a Delaware limited partnership (“LVPU”). |
Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13D. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this Schedule 13D shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D held by any other person.
Certain information required by this Item 2 concerning the general partners of certain of the Reporting Persons and the controlling persons of such general partners is set forth on Schedule A hereto, which is incorporated herein by reference.
(b) The business address of each of the Reporting Persons is 10000 Memorial Dr., Suite 550, Houston, Texas 77024.
(c) The principal business activities of JVL Partners, Navitas, Luxiver, TJS, Hephaestus, Asklepios, Panakeia, URJA, Children’s and LVPU (collectively, the “Partnerships”) and Belridge consist of private investment in oil and gas related opportunities. The principal business of JVL Advisors is serving as an investment manager and a controlling person of various investment funds, including the Partnerships. Mr. Lovoi’s principal business activity consists of acting as a managing member of each of JVL Advisors, Peninsula – JVL Capital Advisers, LLC and Lobo Baya, LLC, each of which is the controlling entity of various investment funds.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, 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) JVL Advisors is a Texas limited liability company; Mr. Lovoi is a citizen of the United States of America; Navitas is a Texas limited partnership; Luxiver is a Delaware limited partnership; TJS is a Delaware limited partnership; Hephaestus is a Delaware limited partnership; Asklepios is a Texas limited partnership; Panakeia is a Delaware limited partnership; URJA is a Delaware limited partnership; Children’s is a Delaware limited partnership; LVPU is a Delaware limited partnership; Belridge is a Delaware limited partnership; JVL Partners is a Texas limited partnership.
Item 3. Source and Amount of Funds or Other Consideration.
All of the funds used to purchase the Shares reported in this Schedule 13D came from the working capital of the Partnerships. The Partnerships expended a total of approximately $23,540,581.00 in the aggregate to acquire the Evolution Common Stock reported herein.
Item 4. Purpose of Transaction.
The information in Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows:
Belridge and the Partnerships hold their respective shares of Evolution Common Stock for investment purposes.
Except as set forth herein or as would occur upon completion of any of the actions discussed herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. JVL Advisors, Mr. Lovoi, Belridge and the Partnerships intend to monitor and evaluate their respective investment in Evolution in light of pertinent factors, including market conditions, Evolution's performance and prospects, the trading price of the Evolution Common Stock, conditions in Evolution's industry and general economic conditions. Belridge and the Partnerships may make additional purchases of Evolution Common Stock in the future through market transactions or otherwise, maintain their respective current investments or dispose of all or a portion of the Evolution Common Stock that each may hereafter acquire.
The Reporting Persons also reserve the right to take actions that would result in an extraordinary corporate transaction (such as a merger, reorganization or liquidation of the Issuer or any of its subsidiaries), a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, or any other material change in the Issuer’s business or corporate structure. The Reporting Persons further reserve the right to change their intention with respect to any and all matters referred to in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The information in Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows:
(a) – (b) The percent of class provided for each Reporting Person below is made in accordance with Rule 13d-3(d) of the Act and is based on 32,860,087 shares of Evolution Common Stock outstanding, which is the total number of shares of Evolution Common Stock outstanding as of February 2, 2015, as reported in Evolution's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2014, filed with the Securities and Exchange Commission (“SEC”) on February 6, 2015. The information provided in the cover pages with respect to the beneficial ownership of each of the Reporting Persons is incorporated herein by reference.
(i) Mr. Lovoi does not directly own any shares of Evolution Common Stock. As described on Schedule A hereto, Mr. Lovoi is a managing member of the ultimate controlling entity of each of Belridge and the Partnerships and thus beneficially owns, and may be deemed to possess shared voting and dispositive powers with respect to 5,390,727 shares of Evolution Common Stock collectively held by these entities, representing approximately 16.41% of Evolution's issued and outstanding shares of Evolution Common Stock.
(ii) JVL Advisors does not directly own any shares of Evolution Common Stock. JVL Advisors may be deemed to have voting and dispositive power over the Evolution Common Stock owned by the Partnerships and thus beneficially owns, and may be deemed to possess shared voting and dispositive powers with respect to 5,390,727 shares of Evolution Common Stock collectively held by these entities, representing approximately 16.41% of Evolution's issued and outstanding shares of Evolution Common Stock.
(iii) Belridge Energy Advisors, LP is the sole owner of, and has the sole power to vote and dispose of, 1,300,879 shares of Evolution Common Stock (3.99%).
(iv) Asklepios Energy Fund, LP is the sole owner of, and has the sole power to vote and dispose of, 199,700 shares of Evolution Common Stock (0.61%).
(v) Navitas Fund LP is the sole owner of, and has the sole power to vote and dispose of, 975,041 shares of Evolution Common Stock (2.97%).
(vi) Luxiver, LP is the sole owner of, and has the sole power to vote and dispose of, 1,342,967 shares of Evolution Common Stock (4.09%).
(vii) JVL Partners, LP is the sole owner of, and has the sole power to vote and dispose of, 279,860 shares of Evolution Common Stock (0.85%).
(viii) Panakeia Energy Fund, LP is the sole owner of, and has the sole power to vote and dispose of, 175,000 shares of Evolution Common Stock (0.53%).
(ix) Hephaestus Energy Fund, LP is the sole owner of, and has the sole power to vote and dispose of, 844,261 shares of Evolution Common Stock (2.57%).
(x) TJS Energy Fund, LP is the sole owner of, and has the sole power to vote and dispose of, 40,600 shares of Evolution Common Stock (0.12%).
(xi) Urja, LP is the sole owner of, and has the sole power to vote and dispose of, 22,115 shares of Evolution Common Stock (0.07%).
(xii) Children’s Energy Fund, LP is the sole owner of, and has the sole power to vote and dispose of, 143,956 shares of Evolution Common Stock (0.44%).
(xiii) LVPU, LP is the sole owner of, and has the sole power to vote and dispose of, 66,348 shares of Evolution Common Stock (0.20%).
The information provided on the cover pages with respect to the beneficial ownership of each of the Reporting Persons is incorporated herein by reference. The above Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
(c) Except as set forth below, there have been no reportable transactions with respect to the Evolution Common Stock by the Reporting Persons during the past 60 days.
| Identity of Reporting Person Effecting Transaction: | Date of Transaction: | Amount of Securities Involved: | Average Price Per Share: | Type of Transaction | Where and How Transaction Effected: |
| Children's | 12/30/2014 | 13,200 | $7.20 | Purchase | Broker – Open Market |
| LVPU | 12/30/2014 | 16,800 | $7.20 | Purchase | Broker – Open Market |
| Children's | 12/31/2014 | 4,400 | $7.17 | Purchase | Broker – Open Market |
| LVPU | 12/31/2014 | 4,400 | $7.17 | Purchase | Broker – Open Market |
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Evolution Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information in Item 6 of the Schedule 13D is hereby amended as follows:
The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated herein by reference.
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 1 hereto and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
| Exhibit 1.1 | Joint Filing Agreement dated February 17, 2015. |
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.
Date: February 17, 2015
JVL ADVISORS, LLC
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
/s/ John V. Lovoi
John V. Lovoi
BELRIDGE ENERGY ADVISORS, LP
By: Peninsula - JVL Capital Advisors, LLC, its General Partner
By: /s/ John V. Lovoi________
Name: John V. Lovoi
Title: Manager
NAVITAS FUND, LP
By: JVL Partners, L.P., a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
LUXIVER, LP
By: LB Luxiver GP, LP, a Texas limited partnership, its General Partner
By: LB Luxiver, LLC, a Texas limited liability company, its General Partner
By: Lobo Baya, LLC, a Texas limited liability company, its sole Member
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
TJS ENERGY FUND, LP
By: TJS Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: TJS GP, LLC, a Texas limited liability company, its General Partner
By: JVL Advisors, LLC, its sole Member
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
HEPHAESTUS ENERGY FUND, LP
By: Hephaestus Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: HEF GP, LLC, a Texas limited liability company, its General Partner
By: JVL Advisors, LLC, its sole Member
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
ASKLEPIOS ENERGY FUND, LP
By: Asklepios Energy GP, LP, a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
PANAKEIA ENERGY FUND, LP
By: Panakeia Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: PEF GP, LLC, a Texas limited liability company, its General Partner
By: JVL Advisors, LLC, its sole Member
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
URJA, LP
By: URJA GP, LP, a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
CHILDREN’S ENERGY FUND, LP
By: Children’s Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
LVPU, LP
By: LVPU GP, LP, a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
JVL PARTNERS, LP
By: JVL Advisors, LLC, its General Partner
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
Schedule A
The general partner of Navitas Fund, LP is JVL Partners, L.P. The general partner of JVL Partners, L.P. is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Evolution Common Stock, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner of Luxiver, LP is LB Luxiver GP, LP. The general partner of LB Luxiver GP, LP is LB Luxiver, LLC. The sole managing member of LB Luxiver, LLC is Lobo Baya, LLC. The following individuals are the managing members of Lobo Baya, LLC: John V. Lovoi, Paul B. Loyd, Jr., Michael Raleigh, Norbert Csaszar, Kelly Loyd and Derek Michaelis. Such individuals expressly disclaim any beneficial ownership in the Evolution Common Stock, except to the extent of their pecuniary interests therein. The business address of such individuals is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner of TJS Energy Fund, LP is TJS Energy Fund GP, LP. The general partner of TJS Energy Fund GP, LP is TJS GP, LLC. The sole member and manager of TJS GP, LLC is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Evolution Common Stock, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner of Hephaestus Energy Fund, LP is Hephaestus Energy Fund GP, LP. The general partner of Hephaestus Energy Fund GP, LP is HEF GP, LLC. The sole member and manager of HEF GP, LLC is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Evolution Common Stock, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner of Asklepios Energy Fund, LP is Asklepios Energy Fund GP, LP. The general partner of Asklepios Energy Fund GP, LP is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Evolution Common Stock, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner of Panakeia Energy Fund, LP is Panakeia Energy Fund GP, LP. The general partner of Panakeia Energy Fund GP, LP is PEF GP, LLC. The sole member and manager of PEF GP, LLC is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Evolution Common Stock, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner of URJA, LP is URJA GP, LP. The general partner of URJA GP, LP is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Evolution Common Stock, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner of Children’s Energy Fund, LP is Children’s Energy Fund GP, LP. The general partner of Children’s Energy Fund GP, LP is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Evolution Common Stock, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner of LVPU, LP is LVPU GP, LP. The general partner of LVPU GP, LP is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Evolution Common Stock, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner of Belridge Energy Advisors, LP is Peninsula - JVL Capital Advisors, LLC. John V. Lovoi is the sole member and manager of Peninsula - JVL Capital Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Evolution Common Stock, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner of JVL Partners, LP is JVL Advisors, LLC. John V. Lovoi is the sole member and manager of JVL Advisors, LLC. Such individual expressly disclaims any beneficial ownership in the Evolution Common Stock, except to the extent of his pecuniary interests therein. The business address of such individual is 10,000 Memorial Drive, Suite 550, Houston, Texas 77024.
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value of EVOLUTION PETROLEUM CORPORATION and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Agreement on the date set forth below.
Date: February 17, 2015
JVL ADVISORS, LLC
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
/s/ John V. Lovoi
John V. Lovoi
BELRIDGE ENERGY ADVISORS, LP
By: Peninsula - JVL Capital Advisors, LLC, its General Partner
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
NAVITAS FUND, LP
By: JVL Partners, L.P., a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
LUXIVER, LP
By: LB Luxiver GP, LP, a Texas limited partnership, its General Partner
By: LB Luxiver, LLC, a Texas limited liability company, its General Partner
By: Lobo Baya, LLC, a Texas limited liability company, its sole Member
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
TJS ENERGY FUND, LP
By: TJS Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: TJS GP, LLC, a Texas limited liability company, its General Partner
By: JVL Advisors, LLC, its sole Member
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
HEPHAESTUS ENERGY FUND, LP
By: Hephaestus Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: HEF GP, LLC, a Texas limited liability company, its General Partner
By: JVL Advisors, LLC, its sole Member
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
ASKLEPIOS ENERGY FUND, LP
By: Asklepios Energy GP, LP, a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
PANAKEIA ENERGY FUND, LP
By: Panakeia Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: PEF GP, LLC, a Texas limited liability company, its General Partner
By: JVL Advisors, LLC, its sole Member
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
URJA, LP
By: URJA GP, LP, a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
CHILDREN’S ENERGY FUND, LP
By: Children’s Energy Fund GP, LP, a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
LVPU, LP
By: LVPU GP, LP, a Texas limited partnership, its General Partner
By: JVL Advisors, LLC, its General Partner
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager
JVL PARTNERS, LP
By: JVL Advisors, LLC, its General Partner
By: /s/ John V. Lovoi
Name: John V. Lovoi
Title: Manager