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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SM Energy Company
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
78454L100
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
|
CUSIP No. 78454L100
|
|||||
|
1.
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Key Group Holdings (Cayman) Ltd. |
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
|||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE VOTING POWER
0 |
|||
|
6.
|
SHARED VOTING POWER
0 |
||||
|
7.
|
SOLE DISPOSITIVE POWER
0 |
||||
|
8.
|
SHARED DISPOSITIVE POWER
0 |
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
☐
|
|||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||||
|
12.
|
TYPE OF REPORTING PERSON
IA
|
||||
2
|
CUSIP No. 78454L100
|
|||||
|
1.
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Sunil Jagwani |
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
|||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
India |
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE VOTING POWER
0 |
|||
|
6.
|
SHARED VOTING POWER
0 |
||||
|
7.
|
SOLE DISPOSITIVE POWER
0 |
||||
|
8.
|
SHARED DISPOSITIVE POWER
0 |
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
☐
|
|||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||||
|
12.
|
TYPE OF REPORTING PERSON
IN, HC
|
||||
3
|
CUSIP No. 78454L100
|
|||||
|
1.
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Millinvest, Ltd. |
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
|||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas |
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE VOTING POWER
0 |
|||
|
6.
|
SHARED VOTING POWER
0 |
||||
|
7.
|
SOLE DISPOSITIVE POWER
0 |
||||
|
8.
|
SHARED DISPOSITIVE POWER
0 |
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
☐
|
|||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||||
|
12.
|
TYPE OF REPORTING PERSON
HC
|
||||
4
| ITEM 1(a). |
NAME OF ISSUER:
|
SM Energy Company. (the “Issuer”)
| ITEM 1(b). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
1775 Sherman Street, Suite 1200, Denver, Colorado, 80203
| ITEM 2(a). |
NAME OF PERSON FILING:
|
Key Group Holdings (Cayman) Ltd.
Sunil Jagwani
Millinvest, Ltd.
| ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
|
The address of the principal business office of each of Key Group Holdings (Cayman) Ltd., Sunil Jagwani and
Millinvest, Ltd. is 3C Caves Point, West Bay Street, Nassau, Bahamas.
| ITEM 2(c) |
CITIZENSHIP:
|
The place of organization of Key Group Holdings (Cayman) Ltd. is the Cayman Islands. Sunil Jagwani is a citizen of
India. The place of organization of Millinvest, Ltd. is the Bahamas.
| ITEM 2(d). |
TITLE OF CLASS OF SECURITIES:
|
Common Stock, $0.01 par value
| ITEM 2(e). |
CUSIP NUMBER:
|
78454L100
| ITEM 3. |
IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13D-1(B), OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
|
☒ An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).
☒ A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G) (as to Sunil Jagwani and
Millinvest, Ltd.).
5
| ITEM 4. |
OWNERSHIP:
|
| (a) |
Amount Beneficially Owned: 0
|
| (b) |
Percent of Class: 0%
|
| (c) |
Number of shares as to which the person has:
|
| (i) |
sole power to vote or to direct the vote:
|
Key Group Holdings (Cayman) Ltd. - 0
| (ii) |
shared power to vote or to direct the vote: 0
|
| (iii) |
sole power to dispose or to direct the disposition of:
|
Key Group Holdings (Cayman) Ltd. - 0
| (iv) |
shared power to dispose or to direct the disposition of: 0
|
The securities reported in this Schedule 13G are held by investment advisory clients or
discretionary accounts of which Key Group Holdings (Cayman) Ltd. is the investment advisor. When an investment management contract delegates to Key Group Holdings (Cayman) Ltd. investment discretion or voting power over the securities held in the
investment advisory accounts that are subject to that agreement, Key Group Holdings (Cayman) Ltd. is treated as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, Key
Group Holdings (Cayman) Ltd. reports on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement. As a result, Key Group Holdings (Cayman) Ltd. may be deemed to
beneficially own the securities held by its clients or accounts within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 as amended (the “Exchange Act”).
Millinvest, Ltd. is
the owner of Key Group Holdings (Cayman) Ltd. Sunil Jagwani is the ultimate beneficial owner of Millinvest, Ltd. Because Millinvest, Ltd. is the owner of Key
Group Holdings (Cayman) Ltd. and Mr. Jagwani is the ultimate beneficial owner of Millinvest, Ltd., they may be deemed to beneficially own the securities held by the clients or accounts of Key Group Holdings (Cayman) Ltd.
Key Group Holdings (Cayman) Ltd., Sunil Jagwani and Millinvest, Ltd. believe that they do not constitute a “group” within the meaning of Rule 13d-5 under the Exchange Act and that they are not otherwise required to attribute to each other the beneficial
ownership of the securities reported in this Schedule 13G held by them or by any persons or entities for whom or for which Key Group Holdings (Cayman) Ltd. provides investment management services. Each of Key Group Holdings (Cayman) Ltd., Sunil
Jagwani and Millinvest, Ltd. also disclaims beneficial ownership of these securities except to the extent of that filer’s pecuniary interest therein.
6
The aggregate percentage of shares reported owned by each person named herein is based upon
112,142,751 shares outstanding as of October 24, 2018, which is the total number of shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 2, 2018.
| ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
|
If this statement is being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. ☒
| ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
|
See Item 4. Each client of Key Group Holdings (Cayman) Ltd. has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the class of securities reported herein. No one client holds more than five percent of
such securities.
| ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
PERSON:
|
See Items 3 and 4.
| ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
|
Not applicable.
| ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP:
|
Not applicable.
7
| ITEM 10. |
CERTIFICATION:
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| Exhibit No. |
Exhibit
|
| A |
Joint Filing Agreement (Previously filed as Exhibit A to the reporting parties’ Schedule 13G filed on February 13, 2019).
|
8
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: February 4, 2020
KEY GROUP HOLDINGS (CAYMAN) LTD.
By: /s/ Marc Marsdale
| Name: |
Marc Marsdale
|
| Title: |
Chief Operating Officer
|
/s/ Sunil Jagwani
Sunil Jagwani
MILLINVEST, LTD.
By: /s/ Sunil Jagwani
Name: Sunil Jagwani
| Title: |
Director
|
9