Amended Statement of Ownership (sc 13g/a)
15 Julho 2022 - 5:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934 (Amendment No. 11)*
Blueknight
Energy Partners, L.P.
(Name
of Issuer)
Common
Units
(Title
of Class of Securities)
09625U109
(CUSIP
Number)
July
8, 2022
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐ |
Rule
13d-1(b) |
|
☒ |
Rule
13d-1(c) |
|
☐ |
Rule
13d-1(d) |
*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 the disclosures provided in a prior cover
page.
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 (“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).
1. |
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
DG
Capital Management, LLC |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
2,952,323* |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
2,952,323* |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,952,323* |
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.87%* |
12. |
TYPE
OF REPORTING PERSON (See Instructions)
IA |
*
See footnote in Item 4.
1. |
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Dov
Gertzulin |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
2,952,323* |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
2,952,323* |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,952,323* |
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.87%* |
12. |
TYPE
OF REPORTING PERSON (See Instructions)
IN |
*
See footnote in Item 4.
1. |
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DG
Value Partners II Master Fund, LP |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
2,322,037* |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
2,322,037* |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,322,037* |
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.43%* |
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
*
See footnote in Item 4
Item
1. |
(a). |
Name
of Issuer: |
|
|
|
|
|
Blueknight
Energy Partners, L.P. |
|
|
|
|
(b). |
Address
of issuer’s principal executive offices: |
|
|
|
|
|
6060
American Plaza, Suite 600 |
|
|
Tulsa,
OK 74135 |
|
|
|
Item
2. |
(a). |
Name
of person filing: |
|
|
|
|
|
DG
Capital Management, LLC |
|
|
Dov
Gertzulin |
|
|
DG
Value Partners II Master Fund, LP |
|
|
|
|
(b). |
Address
or principal business office or, if none, residence: |
|
|
|
|
|
460
Park Avenue, 22nd Floor |
|
|
New
York, NY 10022 |
|
|
|
|
(c). |
Citizenship: |
|
|
|
|
|
DG
Capital Management, LLC – Delaware, United States of America |
|
|
Dov
Gertzulin – United States of America |
|
|
DG
Value Partners II Master Fund, LP – Cayman Islands |
|
|
|
|
(d). |
Title
of class of securities: |
|
|
|
|
|
Common
Units |
|
|
|
|
(e). |
CUSIP
No.: |
|
|
|
|
|
09625U109 |
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 |
|
|
Item
4. |
Ownership. |
|
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1. |
|
(a) |
Amount
beneficially owned: |
|
|
|
|
|
DG
Capital Management, LLC – 2,952,323* |
|
|
Dov
Gertzulin – 2,952,323* |
|
|
DG
Value Partners II Master Fund, LP – 2,322,037* |
|
|
|
|
(b) |
Percent
of class: |
|
|
|
|
|
DG
Capital Management, LLC – 6.87%* |
|
|
Dov
Gertzulin – 6.87%* |
|
|
DG
Value Partners II Master Fund, LP – 5.43%* |
|
|
|
|
(c) |
Number
of shares as to which the person has: |
|
|
(i) |
Sole
power to vote or to direct the vote |
|
|
|
|
|
|
|
DG
Capital Management, LLC – 0 |
|
|
|
Dov
Gertzulin – 0 |
|
|
|
DG
Value Partners II Master Fund, LP – 0 |
|
|
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote |
|
|
|
|
|
|
|
DG
Capital Management, LLC – 2,952,323* |
|
|
|
Dov
Gertzulin – 2,952,323* |
|
|
|
DG
Value Partners II Master Fund, LP – 2,322,037* |
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of |
|
|
|
|
|
|
|
DG
Capital Management, LLC – 0 |
|
|
|
Dov
Gertzulin – 0 |
|
|
|
DG
Value Partners II Master Fund, LP – 0 |
|
|
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of |
|
|
|
|
|
|
|
DG
Capital Management, LLC – 2,952,323* |
|
|
|
Dov
Gertzulin – 2,952,323* |
|
|
|
DG
Value Partners II Master Fund, LP – 2,322,037* |
*
Shares reported herein are held by private investment funds, including DG Value Partners II Master Fund, LP, and separately managed accounts
(the “DG Entities”) for which DG Capital Management, LLC serves as the investment manager. Dov Gertzulin serves as the managing
member of DG Capital Management, LLC. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and
dispositive power with respect to the Shares owned directly by the DG Entities. This report shall not be deemed an admission that the
Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended,
or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent
of the Reporting Person’s pecuniary interest therein.
The
aggregate number of Common Units beneficially owned by DG Capital Management, LLC and Dov Gertzulin reported herein consists of (a) 1,852,323
Common Units, plus (b) 1,100,000 Series A Preferred Units, which are convertible into Common Units on a one-for-one basis and are exercisable
within 60 days. The aggregate number of Common Units beneficially owned by DG Value Partners II Master Fund, LP reported herein consists
of (a) 1,444,923 Common Units, plus (b) 877,114 Series A Preferred Units, which are convertible into Common Units on a one-for-one basis
and are exercisable within 60 days. The percentages herein are calculated based upon (i) a statement in the Issuer’s Form 10-Q
filed on May 5, 2022 for the quarter ended March 31, 2022 that there were 41,856,847 Common Units, issued and outstanding as of April
29, 2022, plus (ii) 1,100,000 Series A Preferred Units, which are convertible into Common Units on a one-for-one basis and are exercisable
within 60 days.
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 [ ]. |
|
|
|
N/A |
|
|
Item
6. |
Ownership
of More Than Five Percent on Behalf of Another Person. |
|
|
|
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates
to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. |
|
|
|
N/A |
|
|
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
|
|
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company
or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary. |
|
|
|
N/A |
|
|
Item
8. |
Identification
and Classification of Members of the Group. |
|
|
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating
the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. |
|
|
|
N/A |
|
|
Item
9. |
Notice
of Dissolution of Group. |
|
|
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See
Item 5. |
|
|
|
N/A |
|
|
Item
10. |
Certification. |
|
|
|
By
signing below I certify that, to the best of my 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. |
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:
July 15, 2022 |
DG
Capital Management, LLC |
|
|
|
|
By: |
/s/
Dov Gertzulin |
|
|
Dov
Gertzulin, Managing Member |
|
|
|
|
Dov
Gertzulin |
|
|
|
|
By: |
/s/
Dov Gertzulin |
|
|
Dov
Gertzulin, Individually |
|
|
|
|
DG
Value Partners II Master Fund, LP |
|
|
|
|
By:
|
/s/
Dov Gertzulin |
|
|
Dov
Gertzulin, Managing Member of the General Partner, |
|
|
DG
Capital Partners II, LLC |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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