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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/09/07 BP Capital Management LP SC 13G 2:83K Interoil Corp RR Donnelley TBP Investments Management LLC Thomas Boone Pickens Jr |
Document/Exhibit Description Pages Size 1: SC 13G Statement of Beneficial Ownership HTML 58K 2: EX-99.A Joint Filing Agreement HTML 11K
sc13g |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
o | Rule 13d-1(b) | ||
þ | Rule 13d-1(c) | |||
o | Rule 13d-1(d) |
CUSIP No. — 460951106 |
1 | NAMES OF REPORTING PERSONS: |
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BP Capital Management, L.P., a Delaware limited partnership I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 75-2948253 |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 943,964 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
943,964 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
943,964 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
3.2% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
2
CUSIP No. — 460951106 |
1 | NAMES OF REPORTING PERSONS: |
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TBP Investments Management LLC, a
Delaware limited liability company I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 75-2923553 |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 943,964 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
943,964 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
943,964 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
3.2% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
3
CUSIP No. — 460951106 |
1 | NAMES OF REPORTING PERSONS: Thomas Boone Pickens, Jr. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 2,000,000 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 943,964 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 2,000,000 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
943,964 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,943,964 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
4
CUSIP No. — 460951106 |
Item 1(a)
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Name of Issuer: | |
InterOil Corporation | ||
Item 1(b)
|
Address of Issuer’s Principal Executive Offices: | |
60-92 Cook Street | ||
Portsmith, QLD 4870, Australia | ||
Item 2(a)
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Names of Persons Filing: | |
BP Capital Management, L.P. | ||
TBP Investments Management LLC | ||
Thomas Boone Pickens, Jr. | ||
Item 2(b)
|
Addresses of Principal Business Offices: | |
BP Capital Management, L.P. | ||
TBP Investments Management LLC | ||
Thomas Boone Pickens, Jr. | ||
260 Preston Commons West | ||
8117 Preston Road | ||
Dallas, Texas 75225 | ||
Item 2(c)
|
Citizenship: | |
BP Capital Management, L.P. – Delaware | ||
TBP Investments Management LLC – Delaware | ||
Thomas Boone Pickens, Jr. – United States citizen | ||
Item 2(d)
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Title of Class of Securities: | |
Common Shares | ||
Item 2(e)
|
CUSIP Number: | |
460951106 |
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CUSIP No. — 460951106 |
Item 3 | Status of Persons Filing: |
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
(g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) | o | 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); | |
(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4 | Ownership: |
(a) | As of August 9, 2007, BP Capital Management, L.P., a Delaware limited partnership (“BP Capital”), was the beneficial owner of 943,964 shares of Common Stock (the “Common Stock”), of InterOil Corporation (the “Issuer”). The shares reported as beneficially owned by BP Capital are held by various investment funds for which BP Capital serves as general partner (the “Funds”) and exercises discretionary authority with respect to the voting and disposition of the shares. | ||
TBP Investments Management LLC, a Delaware limited liability company (“TBP Investments”), is the general partner of BP Capital and serves as investment adviser to the Funds, and therefore may be deemed to be the indirect beneficial owner of the 943,964 shares held by BP Capital. | |||
As of August 9, 2007, Thomas Boone Pickens, Jr. was the direct beneficial owner of 2,000,000 shares of the Issuer’s Common Stock and in addition may be deemed to be the indirect beneficial owner of the 943,964 shares beneficially owned by BP Capital. Mr. Pickens disclaims beneficial ownership of any of such shares of the Issuer’s Common Stock, except for his pecuniary interest therein. | |||
(b) | Percent of Class: | ||
BP Capital – 3.2%* TBP Investments – 3.2%* Thomas Boone Pickens, Jr. – 9.9%* |
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* Based upon the total number of outstanding shares of Common Stock of 29,871,180 as of December 31, 2006 reported in the Company’s Report of Foreign Private Issuer on Form 40-F for the fiscal year ended December 31, 2006. |
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CUSIP No. — 460951106 |
(c) | Number of shares as to which the person has: |
(i) | sole power to vote or to direct the vote: | ||
BP Capital – 0 TBP Investments – 0 Thomas Boone Pickens, Jr. – 2,000,000 |
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(ii) | shared power to vote or to direct the vote: | ||
BP Capital – 943,964 TBP Investments – 943,964 Thomas Boone Pickens, Jr. – 943,964 |
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(iii) | sole power to dispose or to direct the disposition of: | ||
BP Capital – 0 TBP Investments – 0 Thomas Boone Pickens, Jr. – 2,000,000 |
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(iv) | shared power to dispose or to direct the disposition of: | ||
BP Capital – 943,964 TBP Investments – 943,964 Thomas Boone Pickens, Jr. – 943,964 |
Item 5 | Ownership of 5% or Less of a Class: | |
Not applicable. | ||
Item 6 | Ownership of More than 5% on Behalf of Another Person: | |
The shares reported as beneficially owned by BP Capital and TBP Investments are held by various investment funds for which BP Capital serves as general partner and TBP Investments serves as investment adviser and such funds have the right to receive dividends from, and the proceeds from the sale of, such shares. | ||
Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: | |
Not applicable. | ||
Item 8 | Identification and Classification of Members of the Group: | |
See Exhibit A. |
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CUSIP No. — 460951106 |
Item 9
|
Notice of Dissolution of Group: | |
Not applicable. | ||
Item 10
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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. |
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CUSIP No. — 460951106 |
BP CAPITAL MANAGEMENT, L.P. | ||||||||
By: | TBP Investments Management LLC, its general partner | |||||||
By: | /s/ Thomas Boone Pickens, Jr.
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Name: | Thomas Boone Pickens, Jr.
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Title: | Chief Executive Officer
|
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TBP INVESTMENTS MANAGEMENT LLC | ||||||||
By: | /s/ Thomas Boone Pickens, Jr. | |||||||
Name: | Thomas Boone Pickens, Jr. | |||||||
Title: | Chief Executive Officer | |||||||
/s/ Thomas Boone Pickens, Jr. | ||||||||
Thomas Boone Pickens, Jr. |
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Exhibit A | Joint Filing Agreement, dated August 9, 2007, entered into by and among BP Capital Management, L.P., TBP Investments Management LLC and Thomas Boone Pickens, Jr. |
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This ‘SC 13G’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 8/9/07 | |||
8/2/07 | ||||
12/31/06 | 13F-HR, 40-F, 40-F/A | |||
List all Filings |