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Basso Capital Management, L.P. – ‘SC 13G/A’ on 1/25/19 re: James River Coal Co

On:  Friday, 1/25/19, at 10:20am ET   ·   Accession #:  905148-19-159   ·   File #:  5-80169

Previous ‘SC 13G’:  ‘SC 13G/A’ on 1/25/19   ·   Next:  ‘SC 13G’ on 2/11/19   ·   Latest:  ‘SC 13G/A’ on 2/10/23

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/25/19  Basso Capital Management, L.P.    SC 13G/A               1:162K James River Coal Co               Sidley Austin LLP/FA

Amendment to Statement of Beneficial Ownership   —   Sch. 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership      HTML     74K

This is an HTML Document rendered as filed.  [ Alternative Formats ]

  efc14-709_fmsc13g.htm  
 <>   C: 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
JAMES RIVER COAL COMPANY
 (Name of Issuer)
Common Stock, par value $0.01 per share
 (Title of Class of Securities)
470355207
(CUSIP Number) 
December 31, 2018
(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)
 
[X]           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.
 

Continued on following pages
Page 1 of 13 Pages
Exhibit Index:  Page 12
 
 
SCHEDULE 13G
 
CUSIP No.: 470355207  Page 2 of 13 Pages
 
1.
Names of Reporting Persons.
 
BASSO HOLDINGS LTD.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
12.
Type of Reporting Person:
 
OO
 
 
SCHEDULE 13G
 
CUSIP No.: 470355207  Page 3 of 13 Pages
 
1.
Names of Reporting Persons.
 
BASSO CAPITAL MANAGEMENT, L.P.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
12.
Type of Reporting Person:
 
OO
 
 
SCHEDULE 13G
 
CUSIP No.: 470355207  Page 4 of 13 Pages
 
1.
Names of Reporting Persons.
 
BASSO GP, LLC
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
12.
Type of Reporting Person:
 
OO
 

SCHEDULE 13G
 
CUSIP No.: 470355207  Page 5 of 13 Pages
 
1.
Names of Reporting Persons.
 
HOWARD I. FISCHER
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
12.
Type of Reporting Person:
 
IN
 

SCHEDULE 13G
 
CUSIP No.: 470355207  Page 6 of 13 Pages
 
1.
Names of Reporting Persons.
 
PHILIP R. PLATEK
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
12.
Type of Reporting Person:
 
IN

SCHEDULE 13G
 
CUSIP No.: 470355207  Page 7 of 13 Pages
 
1.
Names of Reporting Persons.
 
JOHN F. LEPORE
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
12.
Type of Reporting Person:
 
IN


SCHEDULE 13G
 
CUSIP No.: 470355207  Page 8 of 13 Pages
 
1.
Names of Reporting Persons.
 
DWIGHT C. NELSON
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
12.
Type of Reporting Person:
 
IN

 
 

  Page 9 of 13 Pages

Item 1(a).
Name of Issuer:
James River Coal Company (the “Issuer”)
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
901 E.Byrd Street, Suite 1600, Richmond, Virginia, 23219

Item 2(a).
Name of Person Filing

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

i)
Basso Holdings Ltd. (“Basso Holdings”);
ii)
Basso Capital Management, L.P. (“BCM”);
iii)
Basso GP, LLC (“Basso GP”);
iv)
Howard I. Fischer (“Mr. Fischer”);
v)
Philip R. Platek (“Mr. Platek”);

vi)
John F. Lepore (Mr. Lepore”); and

vii)
Dwight C. Nelson (“Mr. Nelson”).

This Statement relates to Shares (as defined herein) directly beneficially owned by Basso Holdings. BCM serves as the investment manager of Basso Holdings. Basso GP is the general partner of BCM. Each of Mr. Fischer, Mr. Platek, Mr. Lepore and Mr. Nelson serve as members of the Basso Holdings investment committee, managing partners of BCM and members of Basso GP. Mr. Fischer is also Chief Executive Officer of BCM. Accordingly, each of BCM, Basso GP, Mr. Fischer, Mr. Platek, Mr. Lepore and Mr. Nelson may be deemed to indirectly beneficially own the Shares reported herein.

Item 2(b).
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 1266 East Main Street, Fourth Floor, Stamford, Connecticut 06902.

Item 2(c).
Citizenship:

Basso Holdings is a Cayman Islands limited company. BCM is a Delaware limited partnership. Basso GP is a Delaware limited liability company. Each of Mr. Fischer, Mr. Platek, Mr. Lepore and Mr. Nelson is a citizen of the United States.

Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $0.01 per share (the “Shares”)
 
Item 2(e).
CUSIP Number:
470355207
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:

This Item 3 is not applicable.
SCHEDULE 13G
 
 
 Page 10 of 13 Pages
 
Item 4.
Ownership:

Item 4(a)
Amount Beneficially Owned:

As of December 31, 2018, each of the Reporting Persons may be deemed the beneficial owner of 0 Shares.

Item 4(b)
Percent of Class:

As of December 31, 2018, each of the Reporting Persons may be deemed the beneficial owner of 0.0% of Shares outstanding.

Item 4(c)
Number of Shares as to which such person has:
 
(i) Sole power to vote or direct the vote:
0
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or direct the disposition of:
0
(iv) Shared power to dispose or direct the disposition of:
0
 
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 Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

Item 8.
Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.
Notice of Dissolution of Group:

This Item 9 is not applicable.

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, other than activities solely in connection with a nomination under §240.14a-11.

 
Page 11 of 13 Pages
 
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.
 
  BASSO HOLDINGS LTD.
  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
    Authorized Signatory  
 
 
  BASSO CAPITAL MANAGEMENT, L.P.  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
    Chief Executive Officer & Managing Partner  
 
 
  BASSO GP, LLC  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
    Member  
 
 
  HOWARD I. FISCHER  
 
  /s/ Howard I. Fischer  
       
 
 
  PHILIP R. PLATEK
  
 
  /s/ Philip R. Platek
  
       
 

  JOHN F. LEPORE
  
 
  /s/ John F. Lepore
  
       
 

  DWIGHT C. NELSON
  
 
  /s/ Dwight C. Nelson
  
       
 
 
January 25, 2019
 
 
Page 12 of 13 Pages
 
  
EXHIBIT INDEX
 
Ex.
  
Page No.
 
A
Joint Filing Agreement
 13
 
 
 
 
 
 
 
 
 
Page 13 of 13 Pages
 


JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of James River Coal Company dated as of January 25, 2019 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 

  BASSO HOLDINGS LTD.
  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
    Authorized Signatory  
 
 
  BASSO CAPITAL MANAGEMENT, L.P.  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
    Chief Executive Officer & Managing Partner  
 
 
  BASSO GP, LLC  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
    Member  
 
 
  HOWARD I. FISCHER  
 
  /s/ Howard I. Fischer  
       
 
 
  PHILIP R. PLATEK
  
 
  /s/ Philip R. Platek
  
       
 

  JOHN F. LEPORE
  
 
  /s/ John F. Lepore
  
       
 

  DWIGHT C. NELSON
  
 
  /s/ Dwight C. Nelson
  
       
 
 
January 25, 2019
 
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing    Date    Other Filings
Filed on:1/25/19SC 13G/A
12/31/18
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