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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/21/20 Prescott Group Cap Mgmt, L.L.C. SC 13G/A 1:84K Vertex Energy Inc. Akin Gump Straus… LLP/FA Phil Frohlich Prescott Group Aggressive Small Cap II, L.P. Prescott Group Aggressive Small Cap Master Fund, G.P. Prescott Group Aggressive Small Cap, L.P. |
Document/Exhibit Description Pages Size 1: SC 13G/A Amendment to Statement of Acquisition of HTML 59K Beneficial Ownership by a Passive Investor
CUSIP No. 92534K107
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1
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NAME OF REPORTING PERSONS
Prescott Group Capital Management, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,865,543
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,865,543
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,865,543
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%**
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12
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TYPE OF REPORTING PERSON*
IA
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 92534K107
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1
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NAME OF REPORTING PERSONS
Prescott Group Aggressive Small Cap, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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||||
3
|
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SEC USE ONLY
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
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||
|
6
|
|
SHARED VOTING POWER
1,865,543 |
|||
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7
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
|
SHARED DISPOSITIVE POWER
1,865,543
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|||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,865,543
|
||||
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%**
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||||
12
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TYPE OF REPORTING PERSON*
PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
|
SEE ITEM 4.
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CUSIP No. 92534K107
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|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
Prescott Group Aggressive Small Cap II, L.P.
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||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
3
|
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SEC USE ONLY
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||||
4
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
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||
|
6
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|
SHARED VOTING POWER
1,865,543 |
|||
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7
|
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SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
|
SHARED DISPOSITIVE POWER
1,865,543
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|||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,865,543
|
||||
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%**
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||||
12
|
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TYPE OF REPORTING PERSON*
PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
|
SEE ITEM 4.
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CUSIP No. 92534K107
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1
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NAME OF REPORTING PERSONS
Prescott Group Aggressive Small Cap Master Fund, G.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
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SOLE VOTING POWER
0
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|||
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6
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SHARED VOTING POWER
1,865,543 |
||||
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7
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SOLE DISPOSITIVE POWER
0
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||||
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8
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SHARED DISPOSITIVE POWER
1,865,543
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,865,543
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|||||
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
|||||
11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%**
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|||||
12
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TYPE OF REPORTING PERSON*
PN
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|||||
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||||||
*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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||||||
**
|
SEE ITEM 4.
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CUSIP No. 92534K107
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1
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NAME OF REPORTING PERSONS
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,865,543
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6
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SHARED VOTING POWER
0 |
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7
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SOLE DISPOSITIVE POWER
1,865,543
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|||
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8
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SHARED DISPOSITIVE POWER
0
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|||
9
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,865,543
|
||||
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%**
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||||
12
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TYPE OF REPORTING PERSON*
IN, HC
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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Item 1(a)
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Name of Issuer.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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Item 2(a)
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Name of Person Filing.
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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Item 2(c)
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Citizenship or Place of Organization.
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Item 2(d)
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Title of Class of Securities.
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Item 2(e)
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CUSIP Number.
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Item 3
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Reporting Person.
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☒
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☒
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____.
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Item 4
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Ownership.
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(a)
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Each of Prescott Capital, the Small Cap Funds, the Master Fund and Mr. Phil Frohlich are the beneficial owners of 1,865,543 shares of Common Stock, which consists of (i) 537,090 shares of Common Stock and (ii) 1,328,453 shares of Common
Stock issuable upon exercise of presently exercisable warrants.
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(b)
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Each of Prescott Capital, the Small Cap Funds, the Master Fund and Mr. Phil Frohlich are the beneficial owners of 4.3% of the outstanding shares of Common Stock. This percentage is determined by dividing 1,865,543 by the sum of (i)
41,849,406, the number of shares of Common Stock outstanding as of November 7, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 8, 2019, and (ii) 1,328,453 shares of Common Stock
issuable upon exercise of presently exercisable warrants.
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(c)
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Prescott Capital, as the general partner and investment manager of the Small Cap Funds, the general partners of the Master Fund, may direct the Small Cap Funds to direct the voting and disposition of the 1,865,543 shares of Common Stock
(inclusive of 1,328,453 shares of Common Stock issuable upon exercise of presently exercisable warrants) held by the Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich may direct the voting and disposition of the 1,865,543
shares of Common Stock (inclusive of 1,328,453 shares of Common Stock issuable upon exercise of presently exercisable warrants) held by the Master Fund.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Item 8
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Identification and Classification of Members of the Group.
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Item 9
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Notice of Dissolution of Group.
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Item 10
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Certification.
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Prescott Group Capital Management, L.L.C.
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap, L.P.
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By:
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Prescott Group Capital Management, L.L.C.,
its general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap II, L.P.
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By:
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Prescott Group Capital Management, L.L.C.,
its general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member |
Prescott Group Aggressive Small Cap Master Fund, G.P.
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By:
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Prescott Group Aggressive Small Cap, L.P.,
general partner
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By:
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Prescott Group Aggressive Small Cap II, L.P.,
general partner
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By: |
Prescott Group Capital Management, L.L.C.,
general partner
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By: |
/s/ Phil Frohlich |
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PHIL FROHLICH, Managing Member |
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/s/ Phil Frohlich |
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Phil Frohlich |
99.1
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Joint Filing Agreement, dated as of January 21, 2020, by and among Prescott Group Capital Management, L.L.C., Prescott Group Aggressive Small Cap, L.P., Prescott Group Aggressive Small Cap II, L.P., Prescott Group Aggressive Small Cap
Master Fund, G.P. and Mr. Phil Frohlich.
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Prescott Group Capital Management, L.L.C.
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap, L.P.
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By:
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Prescott Group Capital Management, L.L.C.,
its general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap II, L.P.
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By:
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Prescott Group Capital Management, L.L.C.,
its general partner
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By: |
/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member |
Prescott Group Aggressive Small Cap Master Fund, G.P.
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By:
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Prescott Group Aggressive Small Cap, L.P.,
general partner
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By:
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Prescott Group Aggressive Small Cap II, L.P.,
general partner
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By: |
Prescott Group Capital Management, L.L.C.,
general partner
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By: |
/s/ Phil Frohlich |
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PHIL FROHLICH, Managing Member |
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/s/ Phil Frohlich |
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Phil Frohlich |
This ‘SC 13G/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 1/21/20 | SC 13G, SC 13G/A | ||
12/31/19 | 4 | |||
11/8/19 | 10-Q, 8-K | |||
11/7/19 | 10-Q | |||
List all Filings |