Jamaka Capital Management, LLC, et al. – ‘SC 13D’ on 2/7/17 re: Deep Down, Inc.

On:  Tuesday, 2/7/17, at 4:09pm ET   ·   Accession #:  1662708-17-1   ·   File #:  5-79086

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General Statement of Beneficial Ownership   —   Sch. 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Schedule 13D Report                                    8±    25K 
 2: SC 13D      Schedule 13D Report PDF -- sc13d_dpdw201702          PDF    133K 

SC 13D   —   Schedule 13D Report
Document Table of Contents

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          

SCHEDULE 13D                                                                    
Under the Securities Exchange Act of 1934                                       
(Amendment No. _)*                                                              

Deep Down, Inc.                                                                 
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(Name of Issuer)                                                                

Common Stock                                                                    
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(Title of Class of Securities)                                                  

24372A305                                                                       
----------------------------------------                                        
(CUSIP Number)                                                                  

David Douglas                                                                   
3889 Maple Avenue, Dallas TX  75219                                             
214-238-4012                                                                    
------------------------------------------------------------------------------- 
(Name, Address and Telephone Number of Person Authorized to                     
Receive Notices and Communications)                                             

February 6, 2017                                                                
------------------------------------------------------------------------------- 
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check  
the following box.  [X]                                                         

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See Section 240.13d-7 for other 
parties to whom copies are to be sent.                                          

* 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       
disclosures provided in a prior cover page.                                     

The information required on 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.  24372A305                                                
------------------------------------------------                    
      --------------------------------------------------------------------------
1    Name of Reporting Persons                                      
 I.R.S. Identification Nos. of above persons (entities only)

Jamaka Capital Management LLC                                     
      --------------------------------------------------------------------------
    2    Check the Appropriate Box if a Member of a Group (See Instructions)

(a)           [ ]                                                   
(b)           [ ]                                                   
      --------------------------------------------------------------------------
3     SEC Use Only                                                  
      --------------------------------------------------------------------------
4     Source of Funds (See Instructions)                            
AF                                                                  
      --------------------------------------------------------------------------
  5     Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[  ]                                  
      --------------------------------------------------------------------------
6     Citizen or Place of Organization                              

Texas, USA                                                          
      --------------------------------------------------------------------------
Number of        7    Sole Voting Power                         
                        --------------------------------------------------------
Shares                                                          
Beneficially     8    Shared Voting               1,484,091     
                        --------------------------------------------------------
Owned by                                                        
Each             9    Sole Dispositive Power                    
                        --------------------------------------------------------
Reporting                                                       
Person With     10    Shared Dispositive Power    1,484,091     
      --------------------------------------------------------------------------

11   Aggregate Amount Beneficially Owned by Each Reporting Person   
1,484,091                                                 
      --------------------------------------------------------------------------
  12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)    [  ]                                
      --------------------------------------------------------------------------
13   Percent of Class Represented by Amount in Row (11) 9.6%        
      --------------------------------------------------------------------------
14   Type of Reporting Person (See Instructions)                    

HC - General Partner                                      
      --------------------------------------------------------------------------

------------------------------------------------                    
CUSIP No.  24372A305                                                
------------------------------------------------                    
      --------------------------------------------------------------------------
1    Name of Reporting Persons                                      
 I.R.S. Identification Nos. of above persons (entities only)

Jamaka Capital LP                                                 
      --------------------------------------------------------------------------
    2    Check the Appropriate Box if a Member of a Group (See Instructions)

(a)           [ ]                                                   
(b)           [ ]                                                   
      --------------------------------------------------------------------------
3     SEC Use Only                                                  
      --------------------------------------------------------------------------
4     Source of Funds (See Instructions)                            
WC                                                                  
      --------------------------------------------------------------------------
  5     Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[  ]                                  
      --------------------------------------------------------------------------
6     Citizen or Place of Organization                              

Texas, USA                                                          
      --------------------------------------------------------------------------
Number of        7    Sole Voting Power                         
                        --------------------------------------------------------
Shares                                                          
Beneficially     8    Shared Voting               1,484,091     
                        --------------------------------------------------------
Owned by                                                        
Each             9    Sole Dispositive Power                    
                        --------------------------------------------------------
Reporting                                                       
Person With     10    Shared Dispositive Power    1,484,091     
      --------------------------------------------------------------------------

11   Aggregate Amount Beneficially Owned by Each Reporting Person   
1,484,091                                                 
      --------------------------------------------------------------------------
  12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)    [  ]                                
      --------------------------------------------------------------------------
13   Percent of Class Represented by Amount in Row (11)   9.6%      
      --------------------------------------------------------------------------
14   Type of Reporting Person (See Instructions)                    

PN                                                        
      --------------------------------------------------------------------------

------------------------------------------------                    
CUSIP No.  24372A305                                                
------------------------------------------------                    
      --------------------------------------------------------------------------
1    Name of Reporting Persons                                      
 I.R.S. Identification Nos. of above persons (entities only)

David J. Douglas                                                  
      --------------------------------------------------------------------------
    2    Check the Appropriate Box if a Member of a Group (See Instructions)

(a)           [ ]                                                   
(b)           [ ]                                                   
      --------------------------------------------------------------------------
3     SEC Use Only                                                  
      --------------------------------------------------------------------------
4     Source of Funds (See Instructions)                            
AF                                                                  
      --------------------------------------------------------------------------
  5     Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[  ]                                  
      --------------------------------------------------------------------------
6     Citizen or Place of Organization                              

United States Citizen                                               
      --------------------------------------------------------------------------
Number of        7    Sole Voting Power                         
                        --------------------------------------------------------
Shares                                                          
Beneficially     8    Shared Voting               1,484,091     
                        --------------------------------------------------------
Owned by                                                        
Each             9    Sole Dispositive Power                    
                        --------------------------------------------------------
Reporting                                                       
Person With     10    Shared Dispositive Power    1,484,091     
      --------------------------------------------------------------------------

11   Aggregate Amount Beneficially Owned by Each Reporting Person   
1,484,091                                                 
      --------------------------------------------------------------------------
  12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)    [  ]                                
      --------------------------------------------------------------------------
13   Percent of Class Represented by Amount in Row (11)  9.6%       
      --------------------------------------------------------------------------
14   Type of Reporting Person (See Instructions)                    

IN                                                        
      --------------------------------------------------------------------------

Item 1.  Security and Issuer                                        

  This Statement on Schedule 13D relates to the common shares, $.001 par
  value (the "Common Shares"), of Deep Down, Inc., a Nevada corporation,
with principal executive offices located at 8827 W. Sam Houston     
Parkway N., Suite 100, Houston, Texas  77040.                       

Item 2.  Identity and Background                                    

(a) This statement is filed by:                                     

     (i) Jamaka Capital Management LLC, a Texas limited liability company, which
serves as the general partner of Jamaka Capital LP;             

(ii) Jamaka Capital LP, a Texas limited partnership; and        

(iii) David J. Douglas, who is the sole member of Jamaka Capital
Management LLC.                                                 

Each of the foregoing is referred to as a "Reporting Person" and
       collectively as the "Reporting Persons."  Each of the Reporting Persons
is party to theJoint Filing Agreement attached as Exhibit 1.    

(b) The address of the principal office of each of Jamaka Capital   
    Management LLC, Jamaka Capital LP, and Mr. Douglas is 3889 Maple Avenue,
Dallas, Texas 75219.                                                

  (c) The principal business of Jamaka Capital Management LLC is serving
   as the general partner of Jamaka Capital LP.  The principal business of
   Jamaka Capital LP is investing in securities.  The principal occupation
of Mr. Douglas is serving as the managing member of Jamaka Capital  
Management LLC.                                                     

(d) During the last five years, no Reporting Persons have been      
convicted in a criminal proceeding (excluding traffic violations or 
similar misdemeanors).                                              

(e) During the last five years, no Reporting Persons have been      
 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. Douglas is a citizen of the United States of America.       

Item 3.  Source and Amount of Funds or Other Consideration          

 As of February 6, 2017 Jamaka Capital LP has acquire 1,484,091 shares
of the Common Stock of the Company on the open market for total     
 consideration of $1,078,209, including brokerage commissions.  Shares
were purchased with the working capital of Jamaka Capital LP.       

Item 4.  Purpose of Transaction                                     

The Reporting Persons purchased the Shares based on the Reporting   
 Persons' belief that the Shares, when purchased, were undervalued and
represented an attractive investment opportunity.  Depending upon   
overall market conditions, other investment opportunities available 
to the Reporting Persons, and the availability of Shares at prices  
that would make the purchase or sale of Shares desirable, the       
 Reporting Persons may endeavor to increase or decrease their position
in the Issuer through, among other things, the purchase or sale of  
 Shares on the open market or in private transactions or otherwise, on
     such terms and at such times as the Reporting Persons may deem advisable.

    The Reporting Persons have engaged, and intend to continue to engage, in
  general discussions with the Issuer's Board of Directors (the "Board")
 and management team, including with respect to the composition of the
Board. In the course of such discussions, the Reporting Persons have
informally suggested a director candidate that the Reporting Persons
believe would be a valuable addition to the Board.                  

   No Reporting Person has any present plan or proposal which would relate
 to or result in any of the matters set forth in subparagraphs (a)-(j)
 of Item 4 of Schedule 13D except as set forth herein or such as would
    occur upon or in connection with completion of, or following, any of the
    actions discussed herein.   The Reporting Persons intend to review their
 investment in the Issuer on a continuing basis.  Depending on various
  factors including, without limitation, the Issuer's financial position
  and investment strategy, the price levels of the Shares, conditions in
    the securities markets and general economic and industry conditions, the
 Reporting Persons may in the future take such actions with respect to
their investment in the Issuer as they deem appropriate including,  
     without limitation, engaging in additional communications with management
     and the Board of the Issuer, engaging in discussions with stockholders of
the Issuer and others about the Issuer and the Reporting Persons'   
investment, making proposals to the Issuer concerning changes to the
 capitalization, ownership structure, board structure (including Board
   composition) or operations of the Issuer, purchasing additional Shares,
 selling some or all of their Shares, or changing their intention with
respect to any and all matters referred to in Item 4.               

Item 5.  Interest in Securities of the Issuer                       

(a) As of the close of business on February 6, 2017, Jamaka Capital 
Management LLC, Jamaka Capital LP, and David J. Douglas were the    
   beneficial owners of 1,484,091 shares of Common Stock, which constitute
  in the aggregate 9.6% of the outstanding shares of Common Stock of the
   Company based on 15,493,360 shares of Common Stock outstanding pursuant
  to the Form 10-Q for the quarterly period ending September 30, 2016 as
filed by the Company on November 11, 2016.                          

 (b) Jamaka Capital Management LLC, Jamaka Capital LP, and Mr. Douglas
have the shared power to vote, direct the voting of, dispose of and 
direct the disposition of the Common Stock beneficially owned as    
described in Item 5(a) above.                                       

   (c) The Reporting Persons have not entered into any transactions in the
Shares of the Company during the past 60 days.                      

(d)  No person other than the Reporting Persons is known to have the
  right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Stock owned by them.   

(e)  Not applicable.                                                

  Item 6.  Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer               

None.                                                               

Item 7.  Material to be Filed as Exhibits                           

Exhibit 1. Joint Filing Agreement                                   

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. 

Date: February 7, 2017                                                          

                            JAMAKA CAPITAL MANAGEMENT, LLC

                  /S/ David J. Douglas
                         ---------------------------
                     Name:  David J. Douglas
                    Title: Managing Member

               JAMAKA CAPITAL LP
                                By: JAMAKA CAPITAL MANAGEMENT, LLC
                         its general partner

                  /S/ David J. Douglas
                         ---------------------------
                     Name:  David J. Douglas
                    Title: Managing Member

              DAVID J. DOUGLAS

                  /S/ David J. Douglas
                        --------------------------
                            David J. Douglas, individually

 EXHIBIT 1

 JOINT ACQUISITION STATEMENT

 PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on 
Schedule 13G, 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 others, except to the extent that he or it knows or has reason   
to believe that such information is inaccurate.                                 

Date: February 6, 2017                                                          

                            JAMAKA CAPITAL MANAGEMENT, LLC

                  /S/ David J. Douglas
                         ---------------------------
                     Name:  David J. Douglas
                    Title: Managing Member

               JAMAKA CAPITAL LP
                                By: JAMAKA CAPITAL MANAGEMENT, LLC
                         its general partner

                  /S/ David J. Douglas
                         ---------------------------
                     Name:  David J. Douglas
                    Title: Managing Member

              DAVID J. DOUGLAS

                  /S/ David J. Douglas
                        --------------------------
                            David J. Douglas, individually

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
Filed on:		2/7/17
		2/6/17
		11/11/16		8-K
		9/30/16		10-Q
				List all Filings

1 Subsequent Filing that References this Filing

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

 9/02/22  Douglas David J.                  SC 13D/A               1:128K Koil Energy Solutions, Inc.       GlobalOne Filings Inc/FA