Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Natural Gas Services Group, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
63886Q109
(CUSIP Number)
Hoak Public Equities, L.P.
3963 Maple Avenue, Suite 450
Dallas, Texas 75219
(214) 855-2284
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 2022
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).
| 1 |
NAME OF REPORTING PERSONS
Hoak Public Equities, L.P. | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐ | |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
1,150,000 |
| 8 |
SHARED VOTING POWER
-0- | |
| 9 |
SOLE DISPOSITIVE POWER
1,150,000 | |
| 10 |
SHARED DISPOSITIVE POWER
-0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2563%* | |
| 14 |
TYPE OF REPORTING PERSON
PN | |
*This calculation is based on 12,424,026 shares of Common Stock of the Issuer outstanding as of November 7, 2022, as disclosed on the Issuer’s Form 10-Q filed with the SEC on November 14, 2022.
2
| 1 |
NAME OF REPORTING PERSONS
Hoak Fund Management, L.P. | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐ | |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
1,150,000 |
| 8 |
SHARED VOTING POWER
-0- | |
| 9 |
SOLE DISPOSITIVE POWER
1,150,000 | |
| 10 |
SHARED DISPOSITIVE POWER
-0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2563%* | |
| 14 |
TYPE OF REPORTING PERSON
PN | |
*This calculation is based on 12,424,026 shares of Common Stock of the Issuer outstanding as of November 7, 2022, as disclosed on the Issuer’s Form 10-Q filed with the SEC on November 14, 2022.
3
| 1 |
NAME OF REPORTING PERSONS
Hoak & Co. | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐ | |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
1,150,000 |
| 8 |
SHARED VOTING POWER
-0- | |
| 9 |
SOLE DISPOSITIVE POWER
1,150,000 | |
| 10 |
SHARED DISPOSITIVE POWER
-0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2563%* | |
| 14 |
TYPE OF REPORTING PERSON
CO | |
*This calculation is based on 12,424,026 shares of Common Stock of the Issuer outstanding as of November 7, 2022, as disclosed on the Issuer’s Form 10-Q filed with the SEC on November 14, 2022.
4
| 1 |
NAME OF REPORTING PERSONS
J. Hale Hoak | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐ | |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
1,150,000 |
| 8 |
SHARED VOTING POWER
-0- | |
| 9 |
SOLE DISPOSITIVE POWER
1,150,000 | |
| 10 |
SHARED DISPOSITIVE POWER
-0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2563%* | |
| 14 |
TYPE OF REPORTING PERSON
IN | |
*This calculation is based on 12,424,026 shares of Common Stock of the Issuer outstanding as of November 7, 2022, as disclosed on the Issuer’s Form 10-Q filed with the SEC on November 14, 2022.
5
| 1 |
NAME OF REPORTING PERSONS
James M. Hoak | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ (b) ☐ | |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
1,150,000 |
| 8 |
SHARED VOTING POWER
-0- | |
| 9 |
SOLE DISPOSITIVE POWER
1,150,000 | |
| 10 |
SHARED DISPOSITIVE POWER
-0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2563%* | |
| 14 |
TYPE OF REPORTING PERSON
IN | |
*This calculation is based on 12,424,026 shares of Common Stock of the Issuer outstanding as of November 7, 2022, as disclosed on the Issuer’s Form 10-Q filed with the SEC on November 14, 2022.
6
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on November 28, 2022 (the “Original 13D”) and Amendment No. 1 to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 9, 2022, “Amendment No. 1” and together with the Original 13D and this Amendment No. 2, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Original 13D.
This Amendment No. 2 is being filed to make amendments to the Schedule 13D as follows:
Item 4. Purpose of the Transaction
Item 4 is hereby amended and supplemented to add the following as the penultimate paragraph of Item 4:
“On December 29, 2022, J. Hale Hoak, on behalf of the Reporting Persons, sent a letter to the Board of Directors (the "Board") of the Issuer (the “December 29 Letter”). The December 29 Letter calls on the Board to cease any search process for a new chief executive officer and to commence a review of strategic alternatives. The foregoing description of the December 29 Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the December 29 Letter, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.”
Item 7. Material to Be Filed as Exhibits
| 99.1 | Joint Filing Agreement dated December 29, 2022, by and among Hoak Public Equities, L.P., Hoak Fund Management, L.P., Hoak & Co., James M. Hoak and J. Hale Hoak. |
| 99.2 | Letter to the Board of Directors of Natural Gas Services Group, Inc., dated December 29, 2022. |
7
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
| Dated: | December 29, 2022 |
|
Hoak Public Equities, L.P.
By: Hoak Fund Management, L.P., its general partner
By: Hoak & Co., its general partner
By: /s/ J. Hale Hoak J. Hale Hoak President |
Hoak Fund Management, L.P.
By: Hoak & Co., its general partner
By: /s/ J. Hale Hoak J. Hale Hoak President
|
|
Hoak & Co.
By: /s/ J. Hale Hoak J. Hale Hoak President
|
James M. Hoak
By: /s/ James M. Hoak James M. Hoak
|
|
J. Hale Hoak By: /s/ J. Hale Hoak J. Hale Hoak
|
8