* 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).
CUSIP No.
40609P105
1. |
Names of Reporting Persons. Hallador Alternative Assets
Fund LLC
I.R.S. Identification Nos. of above persons (entities
only). |
20-1064809
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |
o
o
|
3 |
SEC Use Only |
|
4. |
Source of Funds (See Instructions) |
N/A
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
N/A
|
6. |
Citizenship or Place of Organization |
Delaware
|
Number of
Shares
Beneficially
by Owned
by Each
Reporting
Person
With |
7. Sole Voting Power |
1,978,726
|
8. Shared Voting Power. |
0
|
9. Sole Dispositive Power |
1,978,726
|
10. Shared Dispositive Power |
0
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
1,978,726
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions |
o
|
13. |
Percent of Class Represented by Amount in Row (11) |
6.0%(2)
|
14. |
Type of Reporting Person (See Instructions)
|
OO(1) |
(1) Limited Liability Company
(2) Based on 32,982,605 shares of common stock issued and outstanding
as of March 16, 2023.
1. |
Names of Reporting Persons. Hallador Investment Advisors
Inc.
I.R.S. Identification Nos. of above persons (entities
only). |
20-1067386
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |
o
o
|
3 |
SEC Use Only |
|
4. |
Source of Funds (See Instructions) |
N/A
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
N/A
|
6. |
Citizenship or Place of Organization |
Delaware
|
Number of
Shares
Beneficially
by Owned
by Each
Reporting
Person
With |
7. Sole Voting Power |
0
|
8. Shared Voting Power |
1,978,726
|
9. Sole Dispositive Power
|
0 |
10. Shared Dispositive Power |
1,978,726
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
1,978,726
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o
|
13. |
Percent of Class Represented by Amount in Row (11) |
6.0%(1)
|
14. |
Type of Reporting Person (See Instructions)
|
CO |
(1) Based on 32,982,605 shares of common stock issued and outstanding
as of March 16, 2023.
1. |
Names of Reporting Persons. Hallador Management LLC (1)
I.R.S. Identification Nos. of above persons (entities
only). |
20-1064813
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |
o
o
|
3 |
SEC Use Only |
|
4. |
Source of Funds (See Instructions) |
N/A
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
N/A
|
6. |
Citizenship or Place of Organization |
Delaware
|
Number of
Shares
Beneficially
by Owned
by Each
Reporting
Person
With |
7. Sole Voting Power |
0
|
8. Shared Voting Power |
1,978,726
|
9. Sole Dispositive Power
|
0 |
10. Shared Dispositive Power |
1,978,726
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
1,978,726
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o
|
13. |
Percent of Class Represented by Amount in Row (11) |
6.0%(2)
|
14. |
Type of Reporting Person (See Instructions)
|
OO(3) |
(1) Formerly
Silvertip Management LLC, which merged with Dale Management LLC and changed its name to Hallador Management LLC on January 1, 2013.
(2) Based on 32,982,605 shares of common stock issued and outstanding
as of March 16, 2023.
(3) Limited Liability Company
1. |
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only).
|
David C. Hardie |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |
o
o
|
3 |
SEC Use Only |
|
4. |
Source of Funds (See Instructions) |
N/A
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
N/A
|
6. |
Citizenship or Place of Organization |
United States
|
Number of
Shares
Beneficially
by Owned
by Each
Reporting
Person
With |
7. Sole Voting Power |
169,469
|
8. Shared Voting Power |
1,978,726
|
9. Sole Dispositive Power |
169,469
|
10. Shared Dispositive Power |
1,978,726
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
2,148,195
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o
|
13. |
Percent of Class Represented by Amount in Row (11) |
6.51%(1)
|
14. |
Type of Reporting Person (See Instructions)
|
IN |
(1) Based on 32,982,605 shares of common stock issued and outstanding
as of March 16, 2023.
1. |
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only).
|
Kevin Leary |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |
o
o
|
3 |
SEC Use Only |
|
4. |
Source of Funds (See Instructions) |
N/A
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
N/A
|
6. |
Citizenship or Place of Organization |
United States
|
Number of
Shares
Beneficially
by Owned
by Each
Reporting
Person
With |
7. Sole Voting Power |
6,390
|
8. Shared Voting Power |
1,978,726
|
9. Sole Dispositive Power |
6,390
|
10. Shared Dispositive Power |
1,978,726
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
1,985,116
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o
|
13. |
Percent of Class Represented by Amount in Row (11) |
6.01%(1)
|
14. |
Type of Reporting Person (See Instructions)
|
IN |
(1) Based on 32,982,605 shares of common stock issued and outstanding
as of March 16, 2023.
1. |
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only).
|
Bijel
Doshi
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |
o
o
|
3 |
SEC Use Only |
|
4. |
Source of Funds (See Instructions) |
N/A
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
N/A
|
6. |
Citizenship or Place of Organization |
United
States
|
Number of
Shares
Beneficially
by Owned
by Each
Reporting
Person
With |
7. Sole Voting Power |
0
|
8. Shared Voting Power |
1,978,726
|
9. Sole Dispositive Power |
0
|
10. Shared Dispositive Power |
1,978,726
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
1,978,726
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o
|
13. |
Percent of Class Represented by Amount in Row (11) |
6.0%(1)
|
14. |
Type of Reporting Person (See Instructions)
|
IN |
(1) Based on 32,982,605 shares of common stock issued and outstanding
as of March 16, 2023.
Item 1. Security and Issuer.
This Amendment No. 10 to Schedule 13D amends and
supplements Amendment No. 9 to Schedule 13D filed on July 20, 2022. This statement relates to shares of Common Stock, $0.01 par value
(the "Shares") of Hallador Energy Company, a Colorado corporation (the "Issuer"). The address of the Issuer's principal
executive office is 1183 East Canvasback Drive, Terre Haute, Indiana 47802.
This Amendment No. 10 amends the Schedule 13D as
specifically set forth herein. Capitalized terms not defined herein this Amendment No. 9 have the meanings ascribed to them in the Schedule
13D.
Item 2. Identity and Background.
|
(i) |
Hallador Alternative Assets Fund LLC, a limited liability company organized under the laws of the State of Delaware (“HAAF”). HAAF is a private equity investment fund directed or controlled by its managing members, Hallador Management LLC and David C. Hardie. |
|
|
|
|
(ii) |
Hallador Investment Advisors, Inc., a corporation organized under the laws of the state of Delaware (“HIA”). HIA advises the Hallador Cash Fund, HAAF and Hallador Balanced Fund LLC. HIA is the investment advisor to HAAF and as such, has voting and dispositive power with respect to the investments of Hallador Alternative Assets Fund. |
|
|
|
|
(iii) |
Hallador Management LLC, a limited liability company organized under the
laws of the state of Delaware (“Hallador Management”) and formerly known as Silvertip Management LLC (“Silvertip”). On
January 1, 2013, Silvertip merged with Dale Management LLC and was renamed Hallador Management LLC. Hallador Management
is a Managing Member and General Partner of HAAF and as such, has voting and dispositive power with respect to the investments of
HAAF. |
|
|
|
|
(iv) |
David C. Hardie is a United States citizen. He is a Director
of HIA, Managing Member of HAAF, and Managing Director of Hallador Management. Mr. Hardie is also a member of the Board of
Directors of the Issuer. Additionally he serves as a director and partner of other private equity entities that are owned by members of
his family. |
|
|
|
|
(v) |
Kevin Leary is a United States citizen. He is Chief Executive Officer
of HIA and a Managing Director of Hallador Management. |
|
|
|
|
(vi) |
Bijel Doshi is a United States citizen. He is a Managing Director of
Hallador Management. |
|
b. | Residence or Business Address: |
|
(i) |
The address of Hallador Alternative Assets Fund is 5485 Kietzke Lane, Reno, NV 89511. |
|
(ii) |
The address of HIA is 5485 Kietzke Lane, Reno, NV 89511. |
|
(iii) |
The address of Hallador Management is 5485 Kietzke Lane, Reno, NV 89511. |
|
(iv) |
The address of Mr. David Hardie is 5485 Kietzke Lane, Reno, NV 89511. |
|
|
The address of Kevin Leary is 5485 Kietzke Lane, Reno, NV 89511. |
|
(v) |
The address of Bijel Doshi is 5485 Kietzke Lane, Reno, NV 89511. |
|
c. |
None of the Reporting Persons, within the last five years, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
|
d. |
None of the Reporting Persons, during the last five years, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to United States federal or state securities laws or finding any violation with respect to such laws. |
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an agreement entered into by and among
David Hardie and certain related parties on July 28, 2015, 1,422,101 shares of HNRG common stock held by Hallador Alternative Asset Fund
("HAAF") were distributed to beneficial owners of HAAF for purposes of changing the form of beneficial ownership of such holders.
The pecuniary interest of David Hardie did not change as a result of this transaction. The transfers as contemplated under the agreement
were consummated on May 5, 2016. Following the transfer of shares, HAAF owned 1,758,212 shares of HNRG common Stock.
On December 31, 2015, the Robert Hardie QTIP Trust
was liquidated and the David Hardie Separate Property Trust received 139,089 shares of HNRG common stock as a result of such liquidation.
David Hardie was a 25% beneficiary under the Robert Hardie QTIP Trust and the 139,089 shares represented David Hardie’s beneficial
interest under the trust. The pecuniary interest of David Hardie did not change as a result of this transaction.
Between November 10, 2016 and December 8, 2016,
HAAF sold an aggregate of 86,747 shares of HNRG common stock in the open market.
Between April 2016 and October 2019, Kevin Leary
purchased 6,390 shares of HNRG common stock on the open market.
On October 7, 2019, the David Hardie Separate
Property Trust purchased 30,380 shares of HNRG common stock on the open market.
On June
15, 2022, HAAF received 338,427 shares of HNRG upon conversion of two convertible promissory notes; one for $1,000,000 dated May 2, 2022
as reported on HNRG’s Form 8-K dated May 6, 2022, and the other $750,000 dated May 20, 2022 reported on HNRG’s Form 10-Q on
May 23, 2022 at a conversion price of $5.171 per share.
On April 11, 2023 and April 13, 2023, HAAF sold
an aggregate of 31,166 shares of HNRG common stock on the open market.
Item 5. Interest in Securities of the Issuer.
(a) | (i) |
HAAF beneficially owns 1,978,726 Shares, or 6.0% of the Shares. |
| (ii) | The amount of Shares considered to be beneficially owned by HIA by reason of its voting and dispositive
powers with respect to HAAF’s investments is 1,978,726 Shares, or 6.0% of the Shares. |
| (iii) | The amount of Shares considered to be beneficially owned by Hallador Management by reason of its voting
and dispositive powers with respect to HAAF’s investments is 1,978,726 Shares, or 6.0% of the Shares. |
| (iv) | Mr. David Hardie beneficially owns 169,469 Shares through the David Hardie Separate Property Trust, and,
as Managing Member of HAAF, Director of HIA, and Managing Director of Hallador Management, may be deemed to beneficially own an additional
1,978,726 Shares, for a total of 6.51% of the Shares. |
| (v) | Kevin Leary owns 6,390 Shares of HAAF, and, as Chief Executive Officer of HIA and Managing Director of
Hallador Management, may be deemed to beneficially own an additional 1,978,726 Shares, for a total of 6.01% of the Shares. |
| (vi) | Bijel Doshi, as a Managing Director of Hallador Management, may be deemed to beneficially own an additional
1,978,726 Shares, for a total of 6.0% of the Shares. |
(b) | The following table sets forth the number of Shares as to which the Reporting Persons have (i) the sole
power to vote or direct the voting of the Shares, (ii) the sole power to dispose or to direct the disposition of the Shares or (iii) shared
power to vote or direct the vote or dispose or direct disposition of the Shares: |
Reporting
Person |
Sole
Voting Power |
Sole
Power of
Disposition |
Shared
Voting and
Power of Disposition |
Hallador Alternative Assets Fund LLC |
1,978,726 |
1,978,726 |
0 |
Hallador Investment Advisors, Inc. |
0 |
0 |
1,978,726 |
Hallador Management LLC |
0 |
0 |
1,978,726 |
David C. Hardie |
169,469 |
169,469 |
1,978,726 |
Kevin Leary |
6,390 |
6,390 |
1,978,726 |
Bijel Doshi |
0 |
0 |
1,978,726 |
Item 7. Materials to be Filed as Exhibits.
Exhibit A – Joint Filing
Statement
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 19, 2023 |
Hallador Alternative Assets Fund LLC |
|
|
|
/s/ David C. Hardie |
|
By: David C. Hardie |
|
Its: Managing Member |
|
|
Dated: April 19, 2023 |
Hallador Investment Advisors, Inc. |
|
|
|
/s/ Kevin Leary |
|
By: Kevin Leary |
|
Its: Chief Executive Officer |
|
|
Dated: April 19, 2023 |
Hallador Management LLC |
|
|
|
/s/ David C. Hardie |
|
By: David C. Hardie |
|
Its: Managing Member |
|
|
Dated: April 19, 2023 |
David C. Hardie |
|
/s/ David C. Hardie |
|
By: David C. Hardie |
|
|
Dated: April 19, 2023 |
Kevin Leary |
|
/s/ Kevin Leary |
|
By: Kevin Leary |
|
|
Dated: April 19, 2023 |
Bijel Doshi |
|
/s/ Bijel Doshi |
|
By: Bijel Doshi |
Exhibit A
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that
the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement
on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.
The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: April 19, 2023 |
Hallador Alternative Assets Fund LLC |
|
|
|
/s/ David C. Hardie |
|
By: David C. Hardie |
|
Its: Managing Member |
|
|
Dated: April 19, 2023 |
Hallador Investment Advisors, Inc. |
|
|
|
/s/ Kevin Leary |
|
By: Kevin Leary |
|
Its: Chief Executive Officer |
|
|
Dated: April 19, 2023 |
Hallador Management LLC |
|
|
|
/s/ David C. Hardie |
|
By: David C. Hardie |
|
Its: Managing Member |
|
|
Dated: April 19, 2023 |
David C. Hardie |
|
/s/ David C. Hardie |
|
By: David C. Hardie |
|
|
Dated: April 19, 2023 |
Kevin Leary |
|
/s/ Kevin Leary |
|
By: Kevin Leary |
|
|
Dated: April 19, 2023 |
Bijel Doshi |
|
/s/ Bijel Doshi |
|
By: Bijel Doshi |