UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D*
Under
the Securities Exchange Act of 1934
(Name
of Issuer)
Common
Stock, $0.001 Par Value
(Title
of Class of Securities)
(CUSIP
Number)
C.
Stephen Cochennet
7300
W. 110th, 7th
Floor
(913)
693-4600
(Name,
Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
(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 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. 292758
208 Page
2 of 7 Pages
_____________________________________________________________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________________________________________________________
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[ ]
(b)
[ ]
_____________________________________________________________________________________________________________________________________________________________________________________________________________
3 SEC
USE ONLY
_____________________________________________________________________________________________________________________________________________________________________________________________________________
4 SOURCE
OF FUNDS (See
Instructions) OO
_____________________________________________________________________________________________________________________________________________________________________________________________________________
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
[ ]
|
______________________________________________________________________________________________________________________________________________________________________________________________________________
6 CITIZENSHIP
OR PLACE OF
ORGANIZATION United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
(7)
|
|
SOLE
VOTING POWER
|
|
630,000
|
|
|
|
|
|
|
|
|
|
(8)
|
|
SHARED
VOTING POWER
|
|
0
|
|
|
|
|
|
|
|
|
|
(9)
|
|
SOLE
DISPOSITIVE POWER
|
|
630,000
|
|
|
|
|
|
|
|
|
|
(10)
|
|
SHARED
DISPOSITIVE POWER
|
|
0
|
_____________________________________________________________________________________________________________________________________________________________________________________________________________
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 630,000 Shares of Common
Stock
|
_____________________________________________________________________________________________________________________________________________________________________________________________________________
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
[ ]
|
_____________________________________________________________________________________________________________________________________________________________________________________________________________
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14.2%
_____________________________________________________________________________________________________________________________________________________________________________________________________________
14 TYPE
OF REPORTING
PERSON* (IN)
INDIVIDUAL _____________________________________________________________________________________________________________________________________________________________________________________________________________
CUSIP No. 292758
208 Page
3 of 7 Pages
Item
1. Security and Issuer
This statement on Schedule 13D relates
to the shares of common stock, $0.001 par value per share (the “Common Stock”),
of EnerJex Resources, Inc. (the “Issuer”), a Nevada corporation, having its
principal executive offices at 7300 W. 110th, 7th Floor,
Overland Park, Kansas 66210.
Item
2. Identity and Background
|
(a)
|
This
statement is filed by and on behalf of C. Stephen
Cochennet.
|
|
(c)
|
Mr.
Cochennet is currently the chief executive officer, president, secretary
and chairman of board of the
Issuer.
|
|
(d)
|
During
the last five years, Mr. Cochennet has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
|
|
(e)
|
During
the last five years, Mr. Cochennet has not 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.
Cochennet is a citizen of the United
States.
|
Item
3. Source and Amount of Funds or Other
Consideration
Effective August 15, 2006, the Issuer
(then known as Millennium Plastics Corporation) completed a merger
with EnerJex Kansas, Inc. (then known as Midwest Energy, Inc.), pursuant to an
agreement and plan of merger by and among the Issuer, Millennium Acquisition
Sub, a Nevada corporation and the Issuer’s wholly owned subsidiary, and EnerJex
Kansas. The agreement and plan of merger provided that Millennium Acquisition
Sub merged with and into EnerJex Kansas, with EnerJex Kansas as the surviving
corporation and new wholly owned subsidiary of the Issuer. Mr. Cochennet
received 400,000 (2,000,000 before 1-for-5 reverse stock split implemented on
July 25, 2008 (the “Reverse Split”)) shares of the Issuer’s Common Stock in
exchange for all of the shares of EnerJex Kansas common stock owned by
him.
On May 5, 2007, Mr. Cochennet was
granted 200,000 (1,000,000 before the Reverse Split) vested options to purchase
shares of the Issuer’s Common Stock at $6.25 ($1.25 before the Reverse Split)
per share through May 4, 2011.
CUSIP No. 292758
208 Page
4 of 7 Pages
On August 1, 2008, Mr. Cochennet was
granted 30,000 vested options to purchase shares of the Issuer’s Common Stock at
$6.25 per share through July 31, 2011.
Item
4. Purpose of Transaction
The
beneficial ownership of securities of the Issuer were acquired by Mr. Cochennet
in connection with the merger agreement and option grants described in Item 3 of
this Schedule, which is hereby incorporated by reference.
Mr.
Cochennet holds the Issuer’s securities for investment purposes and intends to
continue to evaluate his respective investments in the securities.
Mr.
Cochennet intends to participate in and influence the affairs of the Issuer
through the exercise of his voting rights with respect to his shares of Common
Stock. In addition, as a result of Mr. Cochennet’s position with the
Issuer he may, in the ordinary course of business or otherwise, take actions to
influence the management, business, and affairs of the Issuer.
Subject
to all applicable legal requirements and approval of the underwriter, Mr.
Cochennet intends to purchase, in the open market or in the proposed public
offering of the Issuer’s Common Stock (the “Offering”), up to the greater of
$150,000 or 5% of the Issuer’s outstanding Common Stock during the period
commencing on or around August 25, 2008 and continuing through the
Offering. In addition, Mr. Cochennet reserves the right to purchase
additional shares of Common Stock after completion of the Offering. Purchases of
the Issuer’s Common Stock by Mr. Cochennet may be (i) in the open market at
market prices, (ii) in privately negotiated transactions, or (iii) in the
Offering at the price offered to the public.
Except
as set forth herein, Mr. Cochennet does not have any present plan or proposal as
a stockholder which relates to, or would result in any action with respect to,
the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D.
However, Mr. Cochennet reserves the right from time to time to acquire or
dispose of shares of Common Stock or to formulate other purposes, plans or
proposals regarding the Issuer or securities of the Issuer held by him to the
extent deemed advisable in light of general investment policies, market
conditions and other factors.
Item
5. Interest in Securities of
Issuer
|
(a)
|
The
aggregate number and percentage of shares of Common Stock beneficially
owned by each Reporting Person:
|
Reference
is hereby made to Items 11 and 13 of page 2 of this Schedule 13D, which Items
are incorporated by reference herein.
The
calculation of percentage of beneficial ownership in Item 13 of page 2 was
derived from the Issuer’s certified stockholder list as of July 30, 2008 in
which there were
CUSIP No. 292758
208 Page
5 of 7 Pages
4,443,449
shares issued and outstanding and includes 230,000 shares Mr. Cochennet has the
right to acquire pursuant to presently exercisable options.
|
(b)
|
Number
of shares as to which such person
has:
|
|
(i)
|
sole
power to vote or to direct the
vote:
|
|
(ii)
|
shared
power to vote or to direct the
vote:
|
|
(iii)
|
sole
power to dispose or to direct the disposition
of:
|
|
(iv)
|
shared
power to dispose or to direct the disposition
of:
|
|
(c)
|
On
August 1, 2008, Mr. Cochennet was granted 30,000 vested options to
purchase shares of the Issuer’s common stock at $6.25 per share through
July 31, 2011.
|
Item
6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Further,
Mr. Cochennet and the Issuer have entered into an employment agreement, dated
August 1, 2008, which enables Mr. Cochennet to earn additional options to
purchase shares of Common Stock and other benefits as follows:
Mr.
Cochennet is eligible to receive an annual bonus up to one hundred percent
(100%) of his applicable base salary in cash or shares of restricted stock (if
approved by the Issuer’s stockholders) subject to the Issuer obtaining certain
business goals. Mr. Cochennet is eligible to receive long-term incentives to
earn up to 135,000 options to purchase shares of the Issuer’s Common Stock
based
CUSIP No. 292758
208
Page 6 of 7 Pages
upon
levels of performance set forth in the employment agreement, which are eligible
to be earned and vest as follows:
|
Fiscal
Year
|
Grant
Date
|
Maximum # of Options
|
Strike Price of Options
|
Option Expiration Date*
|
|
2009
|
7/01/09
|
30,000
|
FMV
on Grant Date
|
6/30/12
|
|
2010
|
7/01/10
|
45,000
|
FMV
on Grant Date
|
6/30/13
|
|
2011
|
7/01/11
|
60,000
|
FMV
on Grant Date
|
6/30/14
|
|
|
*The
options shall be immediately vested and exercisable from the grant date
through the option expiration date.
|
The
number of stock options granted each fiscal year shall be based upon the
following schedule and will be prorated if actual performance does not equal or
exceed 100% of the targeted performance conditions. Mr. Cochennet
must be employed by the Issuer on the grant date to receive the stock
options.
|
Fiscal
2009
|
|
Target
|
|
|
40%
|
PDP
Net Reserve Growth (BOE) at 3/31/09 greater than 35% over 3/31/08 levels,
as determined by third party engineering firm
|
|
|
30%
|
Year
over Year net production increase (BOPDE sold) by 35% - FYE 3/31/09 will
use FYE 3/31/08 Q4 annualized as its starting basis
|
|
|
30%
|
Issuer
share price must increase over the share price level at date of execution
of the agreement. The share price must be $11.00 on 3/31/09 to
meet this goal.
|
|
|
|
|
|
Fiscal
2010
|
|
Target
|
|
|
40%
|
PDP
Net Reserve Growth (BOE) at 3/31/10 greater than 35% over 3/31/09 levels,
as determined by third party engineering firm
|
|
|
30%
|
Year
over Year net production increase (BOPDE sold) by 35% - FYE 3/31/10 will
use FYE 3/31/09 Q4 annualized as its starting basis
|
|
|
30%
|
Issuer
share price must increase over the targeted 3/31/09 share price
level. The share price must be $16.85 on 3/31/10 to meet this
goal.
|
|
|
|
|
|
Fiscal
2011
|
|
Target
|
|
|
40%
|
PDP
Net Reserve Growth (BOE) at 3/31/11 greater than 35% over 3/31/10 levels,
as determined by third party engineering firm
|
|
|
30%
|
Year
over Year net production increase (BOPDE sold) by 35% - FYE 3/31/11 will
use FYE 3/31/10 Q4 annualized as its starting basis
|
|
|
30%
|
Issuer
share price must increase over the targeted 3/31/10 share price
level. The share price must be $22.55 on 3/31/11 to meet this
goal.
|
CUSIP No. 292758
208 Page
7 of 7 Pages
The
maximum number of options available to be earned by Mr. Cochennet each year is
subject to “catch-up”; i.e.- if an element in year one is missed, it may be
“caught-up” in year two, so long as the cumulative goal is met. Any
catch-up options will be granted at the then current year price.
The
Issuer also agreed to pay Mr. Cochennet a $50,000 cash bonus and grant him
30,000 options to purchase shares of the Issuer’s common stock at $6.25 per
share for a period of three years, which vested immediately upon grant, as
consideration for his efforts during fiscal 2008.
Further,
the Issuer granted Mr. Cochennet 45,000 options to purchase shares of the
Issuer’s common stock at $6.25 per share as a signing bonus under the employment
agreement. These options vest, assuming Mr. Cochennet remains employed by the
Issuer, based on the following schedule: 10,000 options shall vest on July 1,
2009; 15,000 options shall vest on July 1, 2010; and 20,000 options shall vest
on July 1, 2011. The options will be exercisable for a three year term following
each respective vesting date.
To
the best of the knowledge of Mr. Cochennet, there are no other contracts,
arrangements, understandings or relationships with respect to securities of the
Issuer.
Item
7. Materials to Be Filed as
Exhibits
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.
C.
Stephen Cochennet
