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>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
|
Natural Gas Services Group, Inc.
|
|
(Name of Issuer)
|
|
Common stock, par value $0.01
|
|
(Title of Class of Securities)
|
|
63886Q109
|
|
(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:
| [X] |
Rule 13d-1(b)
|
| [ ] |
Rule 13d-1(c)
|
| [ ] |
Rule 13d-1(d)
|
| * |
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 the
disclosures provided in a prior cover page.
|
The information required in 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 or otherwise subject to the liabilities of that section
of such Act but shall be subject to all other provisions of such Act.
|
CUSIP No. 63886Q109
|
||||
|
1
|
NAME OF REPORTING PERSONS
HITE Hedge Asset Management LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
707,088*
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
707,088*
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
707,088*
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%**
|
|||
|
12
|
TYPE OF REPORTING PERSON
IA
|
|||
| * |
Comprised of common shares held by HITE Hedge LP, HITE Hedge QP LP, HITE Energy LP, and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser.
|
| ** |
Percentage ownership is based upon 13,470,397 shares of common stock, par value $0.01 per share, issued and outstanding as of October 28, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on November 8, 2019.
|
- 2 -
|
CUSIP No. 63886Q109
|
||||
|
1
|
NAME OF REPORTING PERSONS
James M. Jampel
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
707,088*
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
707,088*
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
707,088*
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%**
|
|||
|
12
|
TYPE OF REPORTING PERSON
IN
|
|||
| * |
Comprised of common shares held by HITE Hedge LP, HITE Hedge QP LP, HITE Energy LP, and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser.
|
| ** |
Percentage ownership is based upon 13,470,397 shares of common stock, par value $0.01 per share, issued and outstanding as of October 28, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on November 8, 2019.
|
- 3 -
|
CUSIP No. 63886Q109
|
||||
|
1
|
NAME OF REPORTING PERSONS
HITE Hedge LP
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
88,548
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
88,548
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,548
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%*
|
|||
|
12
|
TYPE OF REPORTING PERSON
PN
|
|||
| * |
Percentage ownership is based upon 13,470,397 shares of common stock, par value $0.01 per share, issued and outstanding as of October 28, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on November 8, 2019.
|
- 4 -
|
CUSIP No. 63886Q109
|
||||
|
1
|
NAME OF REPORTING PERSONS
HITE Hedge QP LP
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
107,203
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
107,203
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,203
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%*
|
|||
|
12
|
TYPE OF REPORTING PERSON
PN
|
|||
| * |
Percentage ownership is based upon 13,470,397 shares of common stock, par value $0.01 per share, issued and outstanding as of October 28, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on November 8, 2019.
|
- 5 -
|
CUSIP No. 63886Q109
|
||||
|
1
|
NAME OF REPORTING PERSONS
HITE Energy LP
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
182,612
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
182,612
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,612
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%*
|
|||
|
12
|
TYPE OF REPORTING PERSON
PN
|
|||
| * |
Percentage ownership is based upon 13,470,397 shares of common stock, par value $0.01 per share, issued and outstanding as of October 28, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on November 8, 2019.
|
- 6 -
|
CUSIP No. 63886Q109
|
||||
|
1
|
NAME OF REPORTING PERSONS
HITE Hedge Offshore 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
328,725
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
328,725
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
328,725
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%*
|
|||
|
12
|
TYPE OF REPORTING PERSON
CO
|
|||
| * |
Percentage ownership is based upon 13,470,397 shares of common stock, par value $0.01 per share, issued and outstanding as of October 28, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on November 8, 2019.
|
- 7 -
|
Item 1(a).
|
Name of Issuer:
|
||
|
Natural Gas Services Group, Inc.
|
|||
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
||
|
404 Veterans Airpark Lane, Suite 300
|
|||
|
Midland, TX 79705
|
|||
|
Item 2(a).
|
Name of Person Filing:
|
||
|
This Schedule 13G is filed by:
|
|||
|
HITE Hedge Asset Management LLC
|
|||
|
James M. Jampel
|
|||
|
HITE Hedge LP
|
|||
|
HITE Hedge QP LP
|
|||
|
HITE Energy LP
|
|||
|
HITE Hedge Offshore Ltd.
|
|||
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
||
|
The address of the principal business office of each Reporting Person is:
|
|||
|
300 Crown Colony Drive
|
|||
|
Suite 108
|
|||
|
Quincy, MA 02169
|
|||
|
Item 2(c).
|
Citizenship:
|
||
|
HITE Hedge Asset Management LLC is a Delaware limited liability company
|
|||
|
James M. Jampel is a citizen of the United States
|
|||
|
HITE Hedge LP is a Delaware limited partnership
|
|||
|
HITE Hedge QP LP is a Delaware limited partnership
|
|||
|
HITE Energy LP is a Delaware limited partnership
|
|||
|
HITE Hedge Offshore Ltd. is a Cayman Islands exempted company
|
|||
|
Item 2(d).
|
Title of Class of Securities:
|
||
|
Common stock, par value $0.01
|
|||
|
Item 2(e).
|
CUSIP Number:
|
||
|
63886Q109
|
|||
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
||
|
(a)
|
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
(b)
|
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
(c)
|
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
- 8 -
|
(d)
|
☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
|
(e)
|
☐ |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
☐ |
An employee benefit plan or endowment fund in accordance with § 240.13d‑1(b)(1)(ii)(F);
|
|
|
(g)
|
☐ |
A parent holding company or control person in accordance with § 240.13d‑1(b)(1)(ii)(G);
|
|
|
(h)
|
☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
(i)
|
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|
(j)
|
☐ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
|
(k)
|
☒ |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.
|
|
Item 4.
|
Ownership.
|
|
|
(a)
|
Amount beneficially owned:
|
|
|
HITE Hedge Asset Management LLC: 707,088 shares
|
||
|
James M. Jampel: 707,088 shares
|
||
|
HITE Hedge LP: 88,548 shares
|
||
|
HITE Hedge QP LP: 107,203 shares
|
||
|
HITE Energy LP: 182,612 shares
|
||
|
HITE Hedge Offshore Ltd.: 328,725 shares
|
||
|
(b)
|
Percent of class:
|
|
|
HITE Hedge Asset Management LLC: 5.2%
|
||
|
James M. Jampel: 5.2%
|
||
|
HITE Hedge LP: 0.7%
|
||
|
HITE Hedge QP LP: 0.8%
|
||
|
HITE Energy LP: 1.4%
|
||
|
HITE Hedge Offshore Ltd.: 2.4%
|
||
|
The percentage ownership is based upon 13,470,397 shares of common stock, par value $0.01 per share, issued and outstanding as of October 28, 2019, as reported in the Issuer’s Quarterly
Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.
|
||
|
(c)
|
Number of shares as to which the person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
|
HITE Hedge Asset Management LLC: 707,088 shares
|
||
|
James M. Jampel: 707,088 shares
|
||
- 9 -
|
HITE Hedge LP: 88,548 shares
|
||
|
HITE Hedge QP LP: 107,203 shares
|
||
|
HITE Energy LP: 182,612 shares
|
||
|
HITE Hedge Offshore Ltd.: 328,725 shares
|
||
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
|
|
HITE Hedge Asset Management LLC: 707,088 shares
|
||
|
James M. Jampel: 707,088 shares
|
||
|
HITE Hedge LP: 88,548 shares
|
||
|
HITE Hedge QP LP: 107,203 shares
|
||
|
HITE Energy LP: 182,612 shares
|
||
|
HITE Hedge Offshore Ltd.: 328,725 shares
|
||
|
Mr. Jampel disclaims beneficial ownership of the securities.
|
||
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
Not applicable.
|
||
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
|
Not applicable.
|
||
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
|
Not applicable.
|
||
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
|
For a list of the members of the group filing this Schedule 13G, refer to Exhibit A hereto.
|
||
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
Not applicable.
|
||
|
Item 10.
|
Certifications.
|
|
|
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.
|
||
- 10 -
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2020
|
HITE Hedge Asset Management LLC
|
||||
|
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member
|
||||
|
Individual
|
||||
|
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel
|
||||
|
HITE Hedge LP
|
||||
|
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
|
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
|
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
||||
|
HITE Hedge QP LP
|
||||
|
|
By:
|
HITE Hedge Capital LP, its General Partner | ||
|
|
By: HITE Hedge Capital LLC, its General Partner
|
|||
|
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
||||
|
HITE Energy LP
|
||||
|
|
By: | HITE Hedge Capital LP, its General Partner | ||
|
|
By: HITE Hedge Capital LLC, its General Partner
|
|||
|
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
||||
|
HITE Hedge Offshore Ltd.
|
||||
|
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
|
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
|
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
||||
- 11 -
LIST OF EXHIBITS
|
Exhibit No.
|
Description
|
|
|
A
|
Group Members
|
|
|
B
|
Joint Filing Agreement
|
Exhibit A
Group Members
HITE Hedge Asset Management LLC
James M. Jampel
HITE Hedge LP
HITE Hedge QP LP
HITE Energy LP
HITE Hedge Offshore Ltd.
Exhibit B
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a single statement on Schedule 13G
(including amendments thereto) with respect to the common stock, par value $0.01, of Natural Gas Services Group, Inc., a Colorado corporation, and that this Agreement may be included as an exhibit to such joint
filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2020.
|
HITE Hedge Asset Management LLC
|
|||
|
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member
|
|||
|
Individual
|
|||
|
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel
|
|||
|
HITE Hedge LP
|
|||
|
By:
|
HITE Hedge Capital LP, its General Partner
|
||
|
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
|
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
|||
|
HITE Hedge QP LP
|
|||
|
By:
|
HITE Hedge Capital LP, its General Partner
|
||
|
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
|
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
|||
|
HITE Energy LP
|
|||
|
By:
|
HITE Hedge Capital LP, its General Partner
|
||
|
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
|
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
|||
|
HITE Hedge Offshore Ltd.
|
|||
|
By:
|
HITE Hedge Capital LP, its General Partner
|
||
|
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
|
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
|||