- Amended Statement of Changes in Beneficial Ownership (4/A)
12 Outubro 2011 - 5:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Expires:
November 30, 2011
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Vlasic Michael Andrew
|
2. Issuer Name
and
Ticker or Trading Symbol
GEORESOURCES INC
[
GEOI
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
|
(Last)
(First)
(Middle)
38710 WOODWARD AVENUE
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/5/2011
|
(Street)
BLOOMFIELD HILLS, MI 48304
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
10/11/2011
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock
|
10/5/2011
|
|
J
(1)
(2)
(3)
(4)
|
|
9092
(1)
(2)
(3)
(4)
|
D
|
(1)
(2)
(3)
(4)
|
1576111
(1)
(2)
(3)
(4)
(5)
|
I
|
By Vlasic FAL
(1)
(2)
(3)
(4)
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. Code
(Instr. 8)
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
|
8. Price of Derivative Security
(Instr. 5)
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
|
11. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Explanation of Responses:
|
(
1)
|
On October 5, 2011, the partners of Vlasic FAL, L.P. ("Vlasic FAL"), a Texas limited partnership, allocated the 1,585,203 shares of GeoResources, Inc. (the "Issuer") beneficially owned by Vlasic FAL to the partners as follows: 1,295,339 shares to VILLCo Energy, L.L.C., ("VILLCo Energy"), a limited partner and Michigan limited liability company, 15,852 shares to VL Energy, L.L.C., the general partner of Vlasic FAL and a Texas limited liability company, and 274,012 shares to Azure Energy, L.L.C. ("Azure"), a limited partner and a Texas limited liability company (the "Allocation"). (Continued in footnote 2)
|
(
2)
|
The Allocation of the 1,585,203 shares includes allocations of 85,402 shares and 9,092 shares discussed below, with the remainder of the Allocation consisting of 1,490,709 shares. The allocation of the 85,402 shares collectively to VL and to Azure (at a negotiated value of $27.50 per share) is equal to the dollar value of the proportionate amounts which they are due under the Agreement of Limited Partnership, as amended (the "Agreement") of Vlasic FAL, based on their Capital Contribution, the First Payout and the Second Payout (as such terms are defined in the Agreement). VILLCo Energy had already received proceeds from the sale of shares of the Issuer by Vlasic FAL and VILLCo Energy in return of its Capital Contribution, the First Payout and the Second Payout. The Agreement also provides that following the Second Payout, the Second Payout Partnership Interests (as that term is defined in the Agreement) of the partners will be 85% to VILLCo Energy, (Continued in footnote 3)
|
(
3)
|
1% to VL and 14% to Azure. From sales of shares of the Issuer, VILLCo Energy received proceeds in excess of its 85% interest. As a result, the partners of Vlasic FAL allocated that number of shares of Issuer, 9,092 (at a negotiated value of $27.50 per share), which constitute 15% of the excess proceeds received by VILLCo Energy, collectively to VL and Azure. On October, 5, 2011,Vlasic FAL made a distribution of all of its 1,585,203 shares of common stock of Issuer to its partners based on the Allocation, with 1,295,339 shares being distributed to VILLCo Energy, 15,852 shares distributed to VL and 274,012 shares distributed to Azure. The distribution, in conformance with and following the Allocation, was a change in the form of ownership of VILLCo Energy (from indirect to direct) and of Michael Vlasic (from indirect through Vlasic FAL to indirect through VILLCo Energy). Under Vlasic FAL's Agreement, (Continued in footnote 4)
|
(
4)
|
VILLCo Energy may remove the general partner of Vlasic FAL without the consent of the general partner. With respect to Vlasic FAL, Mr. Vlasic, on behalf of VILLCo Energy, shares voting power and investment power of the shares of Issuer held by Vlasic FAL with the general partner of Vlasic FAL. The manager of VILLCo Energy is VILLCo Services, L.L.C. ("VILLCo Services"), a Michigan limited liability company. The manager of VILLCo Services is VILLCo Management, L.L.C. ("VILLCo Management"), a Michigan limited liability company. The managers of VILLCo Management are Michael A. Vlasic, James J. Vlasic, William J. Vlasic, Richard R. Vlasic and Paul A. Vlasic (the "Vlasics"). Under the VILLCo Management operating agreement, Michael Vlasic, as the executive manager thereof, has the power to vote the shares of Issuer common stock held by VILLCo Energy. The Vlasics, as the managers of VILLCo Management, by majority vote, have the power to dispose of the Issuer common stock held by VILLCo Energy.
|
(
5)
|
This amendment corrects the number of shares owned by Vlasic FAL following the allocation and distribution of the 9,092 shares.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
Vlasic Michael Andrew
38710 WOODWARD AVENUE
BLOOMFIELD HILLS, MI 48304
|
X
|
X
|
|
|
VILLCo Energy, L.L.C.
38710 WOODWARD AVE.
BLOOMFIELD HILLS, MI 48304
|
|
X
|
|
|
VILLCo Management, L.L.C.
38710 WOODWARD AVE.
BLOOMFIELD HILLS, MI 48304
|
|
X
|
|
|
VILLCo Services, L.L.C.
38710 WOODWARD AVE.
BLOOMFIELD HILLS, MI 48304
|
|
X
|
|
|
Signatures
|
/s/ VILLCo Energy, L.L.C.
|
|
10/11/2011
|
**
Signature of Reporting Person
|
Date
|
/s/ VILLCo Services, L.L.C.
|
|
10/11/2011
|
**
Signature of Reporting Person
|
Date
|
/s/ VILLCo Management, L.L.C.
|
|
10/11/2011
|
**
Signature of Reporting Person
|
Date
|
/s/ Michael A. Vlasic, Michael A. Vlasic, individually and in his capacity as, Executive Manager of VILLCo Management, L.L.C., which is the Manager of VILLCo Services, L.L.C., which is the Manager of VILLCo Energy, L.L.C.
|
|
10/11/2011
|
**
Signature of Reporting Person
|
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
|
*
|
If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
|
**
|
Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
Georesources (NASDAQ:GEOI)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Georesources (NASDAQ:GEOI)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024
Notícias em tempo-real sobre Georesources, Inc. (MM) da NASDAQ bolsa de valores: 0 artigos recentes
Mais Notícias de