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Vertex Energy Inc. – ‘SC 13D’ on 5/12/09 re: Vertex Energy Inc.

On:  Tuesday, 5/12/09, at 3:44pm ET   ·   Accession #:  1432093-9-172   ·   File #:  5-45871

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

 5/12/09  Vertex Energy Inc.                SC 13D                 1:59K  Vertex Energy Inc.                Vasquez Alyssa/FA

General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership           HTML     40K 


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





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

VERTEX ENERGY, INC.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

92534K107 
(CUSIP Number)

Chris Carlson
1331 Gemini, Suite 103
Houston, Texas 77058

Telephone: 866-660-8156

 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 16, 2009
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

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.

     
|   1  |
Names of Reporting Persons.
 
 
I.R.S. Identification Nos. of above persons (entities only).
 
     
 
Chris Carlson
 
|   2  |
Check the Appropriate Box if a Member of a Group
(a)[ ]
   
(b)[ ]
|   3  |
SEC Use Only
 
     
|   4  |
Source of Funds
 
 
OO
 
|   5  |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
     
|   6  |
Citizenship or Place of Organization
 
 
USA
 
 
| 7 | Sole Voting Power (see Item 3 and Item 5 below)
 
293,244
Number of
 
Shares Bene-
 
ficially
| 8 | Shares Voting Power
Owned by Each
0
Reporting
 
Person With
| 9 | Sole Dispositive Power
 
(a) Shares of common stock: 293,244
 
(b) Shares of common stock issuable in connection with the exercise of warrants and options (described below under Item 3): 181,278
   
 
| 10 | Shared Dispositive Power
 
N/A
|  11  |
Aggregate Amount Beneficially Owned by Each Reporting Person (see Item 3)
 
(a) Total shares (not including those described in Section 11(b)): 293,244
 
(b) Total shares of common stock issuable in connection with the exercise of warrants and options: 181,278
|  12  |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
N/A
|  13  |
Percent of Class Represented by Amount in Row (11) (see Item 3 and Item 5)
 
Common stock (including warrants and options described in Section 11(b) above) which the Reporting Person is able to vote based on all voting shares outstanding: 3.60%, and based only on the common stock outstanding: 5.62%
|  14  |
Type of Reporting Person
 
IN
-2-

Item 1. Security and Issuer

This Schedule 13D relates to the Common Stock of Vertex Energy, Inc. (the “Company”).  The principal executive offices of the Company are located at 1331 Gemini, Suite 103, Houston, Texas 77058.

Item 2. Identity and Background

(a)-(c)  This Statement on Schedule 13D is being filed by Chris Carlson, an individual, and the Secretary of the Company.

(d)-(e)  During the last five years, Mr. Carlson: (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)  Mr. Carlson is a citizen of the United States.

Item 3. Source of Amount of Funds or Other Compensation

On May 19, 2008, World Waste Technologies, Inc., a California corporation ("World Waste"), entered into an Amended and Restated Agreement and Plan of Merger (as amended from time to time, the "Merger Agreement") with Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), a Texas limited partnership ("Vertex LP"), the Company, Vertex Merger Sub, LLC, a California limited liability company and wholly owned subsidiary of Vertex Nevada ("Merger Subsidiary"), and Benjamin P. Cowart, as agent for the shareholders of the Company.   Effective April 16, 2009, the transactions contemplated by the Merger Agreement, namely, the merger of World Waste into Merger Subsidiary, and the issuance of shares of the Company to the former shareholders of World Waste (the “Merger”) was affected.  In connection with the Merger, (i) each outstanding share of World Waste common stock was cancelled and exchanged for 0.10 shares of the Company’s common stock; (ii) each outstanding share of World Waste Series A preferred stock was cancelled and exchanged for 0.4062 shares of the Company’s Series A preferred stock; and (iii) each outstanding share of World Waste Series B preferred stock was cancelled and exchanged for 11.651 shares of the Company’s Series A preferred stock.

Included in the compensation paid to the partners of Vertex LP in connection with the Merger was a total of 293,244 shares of common stock of the Company to Mr. Carlson (who was and is a partner of Vertex LP).

Additionally, the partners of Vertex LP (including Mr. Carlson) were granted warrants in connection with the closing of the Merger to purchase shares of common stock equal to 40% of the total outstanding options and warrants in World Waste as of the effective date of the Merger (which options and warrants of World Waste were assumed by the Company in connection with the closing of the Merger)(the “Make-Whole Warrants”).  The partners of Vertex LP were granted Make-Whole Warrants pro-rata in connection with their ownership of Vertex LP.  As a result, Mr. Carlson was granted an aggregate of 41,278 warrants to purchase shares of the Company’s common stock at varying exercise prices from between $1.55 to $27.50 per share.

Prior to the effective date of the Merger, and in consideration for his services to the Company as the Company’s Secretary, Mr. Carlson was granted an aggregate of 140,000 options to purchase shares of the Company’s common stock at an exercise price of $1.20 per share, with an effective date of May 16, 2008.  One-fourth (1/4) of the options vest to Mr. Carlson on each of the first four anniversaries of the effective date of the grant, assuming he is still employed by the Company.  As such, although all 140,000 of the options are included in the totals above and below, only 35,000 of the options have vested to Mr. Carlson as of May 15, 2009 (the first anniversary of the grant date of the options).  The options are exercisable by Mr. Carlson, subject to the terms of the options, until the tenth anniversary of the effective date of the grant.
-3-

Item 4. Purpose of Transaction

Mr. Carlson acquired the securities for investment purposes.  Depending on general market and economic conditions affecting the Company and other relevant factors, Mr. Carlson may purchase additional securities of the Company or dispose of some or all of securities from time to time in open market transactions, private transactions or otherwise.

Mr. Carlson also acquired the securities of the Company in a transaction which may relate to or result in:

 
(a)
the acquisition by persons of additional securities of the Company, or the disposition of securities of the Company;

 
(b)
a reorganization involving the Company;

 
(c)
a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

 
(d)
a change in the present board of directors and management of the Company, including plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 
(e)
a material change in the present capitalization or dividend policy of the Company;

 
(f)
other material changes in the Company’s business or corporate structure;

 
(g)
changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

Mr. Carlson does not have any immediate plans or proposals which relate to or result in:

 
(h)
causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
 
(i)
a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

 
(j)
any action similar to any of those enumerated in (h) through (i), above.

Item 5. Interest in Securities of the Issuer

 
(a)
Mr. Carlson beneficially owns 293,244 shares of common stock and warrants and options to purchase an aggregate of 181,278 shares of the Company’s common stock (of which 105,000 options have not yet vested to Mr. Carlson) representing 3.6% of the Company’s total voting shares, which includes 8,261,659 shares of common stock and 4,726,443 shares of Series A preferred stock issued and outstanding, which can each vote one share of common stock, and 5.62% of the Company’s outstanding common stock, based on the 8,261,659 shares of the Company’s common stock outstanding as of the date of this report.
     

 
(b)
Mr. Carlson holds the rights to vote 293,244 shares of common stock representing 3.6% of the Company’s total voting shares, which includes 8,261,659 shares of common stock and 4,726,443 shares of Series A preferred stock issued and outstanding, which can each vote one share of common stock, and 5.62% of the Company’s outstanding common stock, based on the 8,261,659 shares of the Company’s common stock outstanding as of the date of this report.

 
(c)
See Item 3, above.

 
(d)
No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the 293,244 shares of common stock or the 181,278 warrants and options beneficially owned by Mr. Carlson.

 
(e)
N/A
-4-

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer
 
 
None.

Item 7. Material to be Filed as Exhibits

 
None.
   
 
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.

Dated: May 12, 2009

By:
 
Chris Carlson
   
-5-


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing    Date    Other Filings
5/15/0910-Q,  3,  SC 13D
Filed on:5/12/093,  SC 13D
4/16/093,  8-K/A
5/19/08
5/16/08
 List all Filings 
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Filing Submission 0001432093-09-000172   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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