Sec Form 13D Filing - JCH Crenshaw Holdings LLC filing for STABILIS SOLUTIONS, INC (SLNG) - 2022-03-15

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

 

Stabilis Solutions, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

85236P 101

(CUSIP Number)

 

J. Casey Crenshaw 1655 Louisiana Street Beaumont, Texas 77701 409-833-2665

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

March 15, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §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).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 

CUSIP No. 85236P 101
(1)	Names of Reporting Persons
			JCH Crenshaw Holdings, 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)							OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)							¨
(6)	Citizenship or Place of Organization					Texas, United States
		Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power			0
				(8)	Shared Voting Power		368,511
				(9)	Sole Dispositive Power			0
				(10)	Shared Dispositive Power			368,511
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person							368,511
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)								¨
(13)	Percent of Class Represented by Amount in Row (11)							2.1% (1)
(14)	Type of Reporting Person (See Instructions)							OO

(1) Calculated based upon 17,691,268 shares of common stock (“Common Stock”), par value $0.001 of Stabilis Solutions, Inc. (the “Company) deemed to be outstanding as of March 9, 2022, as reported in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 10, 2022 (the “Form 10-K”).

 

 

CUSIP No. 85236P 101
(1)	Names of Reporting Persons
			LNG Investment Company, 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)							OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)							¨
(6)	Citizenship or Place of Organization					Texas, United States
		Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power			0
				(8)	Shared Voting Power		12,580,808
				(9)	Sole Dispositive Power			0
				(10)	Shared Dispositive Power			12,580,808
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person							12,580,808
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)								¨
(13)	Percent of Class Represented by Amount in Row (11)							71.1% (1)
(14)	Type of Reporting Person (See Instructions)							OO

(1) Calculated based upon 17,691,268 shares of Common Stock deemed to be outstanding as of March 9, 2022, as reported in the Form 10-K.

 

 

CUSIP No. 85236P 101
(1)	Names of Reporting Persons
			J. Casey Crenshaw
(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)							OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)							¨
(6)	Citizenship or Place of Organization					Texas, United States
		Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power			300,411
				(8)	Shared Voting Power		12,949,319 (1)
				(9)	Sole Dispositive Power			300,411
				(10)	Shared Dispositive Power			12,949,319 (1)
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person							13,249,730 (1)
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)								¨
(13)	Percent of Class Represented by Amount in Row (11)							74.9% (2)
(14)	Type of Reporting Person (See Instructions)							IN

(1) Includes (i) 368,511 shares of Common Stock currently held by JCH and (ii) 12,580,808 shares of Common Stock currently held by Holdings. J. Casey Crenshaw (“Mr. Crenshaw”) may be deemed to share voting and dispositive power over the securities held by each JCH and Holdings; thus, he may also be deemed to be the beneficial owner of these securities (See Item 5). Mr. Crenshaw disclaims any beneficial ownership of the securities owned by JCH and Holdings in excess of his pecuniary interest in such securities.

 

(2) Calculated based upon 17,691,268 shares of Common Stock deemed to be outstanding as of March 9, 2022, as reported in the Form 10-K.

 

 

CUSIP No. 85236P 101
(1)	Names of Reporting Persons
			Stacey B. Crenshaw
(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)							OO
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)							¨
(6)	Citizenship or Place of Organization					Texas, United States
		Number of Shares Beneficially Owned by Each Reporting Person With		(7)	Sole Voting Power			0
				(8)	Shared Voting Power		13,249,730 (1)
				(9)	Sole Dispositive Power			0
				(10)	Shared Dispositive Power			13,249,730 (1)
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person							13,249,730 (1)
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)								¨
(13)	Percent of Class Represented by Amount in Row (11)							74.9% (2)
(14)	Type of Reporting Person (See Instructions)							IN

(1) Includes (i) 368,511 shares of Common Stock currently held by JCH, (ii) 12,580,808 shares of Common Stock currently held by Holdings and (iii) 300,411 shares of Common Stock currently held directly by Mr. Crenshaw. Mr. Crenshaw may be deemed to share voting and dispositive power over the securities held by each JCH and Holdings (See Item 5); thus, Stacey B. Crenshaw (“Ms. Crenshaw”), as the spouse of Mr. Crenshaw, may also be deemed to share voting and dispositive power over the securities held by each Mr. Crenshaw, JCH and Holdings. Ms. Crenshaw disclaims any beneficial ownership of the securities owned by her spouse.

 

(2) Calculated based upon 17,691,268 shares of Common Stock deemed to be outstanding as of March 9, 2022, as reported in the Form 10-K.

 

 

Explanatory Note

 

This Amendment No. 14 to the Statement on Schedule 13D (this “Amendment No. 14”) is being filed with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Stabilis Solutions, Inc., a Florida corporation (the “Company”), to amend and supplement the Statement on Schedule 13D filed by JCH Crenshaw Holdings, LLC, a Texas limited liability company (“JCH”), and  J. Casey Crenshaw, a citizen of the State of Texas of the United States of America (“Mr. Crenshaw”) on May 14, 2012 (the “Original Schedule 13D”), as previously amended by Amendment No. 1 to the Original Schedule 13D filed on June 12, 2017 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed on August 4, 2017 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D filed on July 27, 2018 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D filed on August 7, 2018 (“Amendment No. 4”), Amendment No. 5 to the Original Schedule 13D filed on August 21, 2018 (“Amendment No. 5”), Amendment No. 6 to the Original Schedule 13D filed on November 11, 2018 (“Amendment No. 6”), Amendment No. 7 to the Original Schedule 13D filed on December 17, 2018 (“Amendment No. 7”), Amendment No. 8 to the Original Schedule 13D filed on December 28, 2018 (“Amendment No. 8”), Amendment No. 9 to the Original Schedule 13D filed on May 13, 2019 (“Amendment No. 9”), Amendment No. 10 to the Original Schedule 13D filed on August 6, 2019 (“Amendment No. 10”) by JCH, Mr. Crenshaw and LNG Investment Company, LLC, a Texas limited liability company (“Holdings”), Amendment No. 11 to the Original Schedule 13D filed on November 4, 2019 (“Amendment No. 11”), Amendment No. 12 to the Original Schedule 13D filed on February 4, 2020 (“Amendment No. 12”), and Amendment No. 13 to the Original Schedule 13D filed on April 1, 2021 by JCH, Mr. Crenshaw, Holdings and Stacey B. Crenshaw, a resident of the State of Texas (“Ms. Crenshaw”) (“Amendment No. 13” and collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, and Amendment No. 12 the “Schedule 13D”), as specifically set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

This Amendment No. 14 is being filed to amend the information disclosed in the Schedule 13D as set forth herein. Except as set forth below, all previous Items are unchanged.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby supplemented as follows:

 

Mr. Crenshaw acquired an aggregate of 218,843 shares of Common Stock using personal funds, for total consideration of $945,401.76, in a private sale on March 15, 2022.

 

Between April 12, 2021 and May 21, 2021, Mr. Crenshaw acquired 20,887 shares of Common Stock under the Plan.

 

Item 4. Purpose of Transaction.

 

The information provided or incorporated by reference in Item 6 is hereby incorporated by reference herein.

 

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated in its entirety as follows.

 

(a)-(b) The aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons calculated based upon 17,691,268 shares of Common Stock deemed to be outstanding as of March 9, 2022, as reported in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 10, 2022, is as follows:

 

		Common Stock								Warrants								Percent of
Name		Sole				Shared				Sole				Shared				Class
JCH			0				368,511				0				0				2.1	%
Holdings			0				12,580,808				0				0				71.1	%
Mr. Crenshaw			300,411				12,949,319				0				0				74.9	%
Ms. Crenshaw			0				13,249,730				0				0				74.9	%

 

Mr. Crenshaw may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock owned by each of JCH and Holdings by virtue of being the sole managing member of JCH and the sole manager of Holdings. Ms. Crenshaw may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock owned by each of Mr. Crenshaw, JCH and Holdings by virtue of being the spouse of Mr. Crenshaw. Each of Mr. Crenshaw and Ms. Crenshaw disclaims beneficial ownership of the reported securities except to the extent of his or her pecuniary interest therein, and this Schedule 13D shall not be deemed an admission that Mr. Crenshaw or Ms. Crenshaw is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

 

(c)   Except as set forth below, there have been no reportable transactions with respect to the Common Stock by the Reporting Persons during the past 60 days.

 

Identity of Reporting Person Effecting Transaction:

Date of Transaction:

Amount of Securities Involved:

Average Price Per Share:

Type of Transaction:

Where and How Transaction Effected:

Mr. Crenshaw

March 15, 2022

218,843

$

4.32

Acquisition

Private Purchase

 

(d)   Except as otherwise described herein, and to the knowledge of the Reporting Persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from sale of, the Common Stock deemed to be beneficially owned by them.

 

(e)   Not applicable.

 

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

 

Item 6 is hereby supplemented as follows:

 

On March 15, 2022 Mr. Crenshaw acquired 218,843 shares of Common Stock in a private sale for purposes of investment.

 

Item 7. Material to Be Filed as Exhibits

 

Item 7 is hereby amended and supplemented by adding the following:

 

Exhibit A*:

Joint Filing Agreement.

 

* Filed herewith

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: March 16, 2022	JCH CRENSHAW HOLDINGS, LLC
	By:	/s/ J. Casey Crenshaw
	Name:	J. Casey Crenshaw
	Title:	President
	LNG INVESTMENT COMPANY, LLC
	By:	/s/ J. Casey Crenshaw
	Name:	J. Casey Crenshaw
	Title:	Manager
	/s/ J. Casey Crenshaw
	J. Casey Crenshaw

 

	/s/ Stacey B. Crenshaw
	Stacey B. Crenshaw

 

 

Exhibit Index

 

Exhibit A*:

Joint Filing Agreement

 

*Filed herewith