Sec Form 13G Filing - Oakview Capital Management L.P. filing for Epsilon Energy Ltd. (EPSN) - 2020-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

EPSILON ENERGY LTD.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

294375209

(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:

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, as amended (“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).

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

Taylor H. Wilson, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

EPSILON ENERGY LTD.

16701 Greenspoint Park Drive, Suite 195, Houston, Texas 77060

This statement is jointly filed by and on behalf of each of Oakview Capital Management, L.P., a Texas limited partnership (“Oakview Capital Management”), Oakview Value Fund, LP, a Delaware limited partnership (“Oakview Value Fund”), Oakview Value Fund GP, LP, a Delaware limited partnership (“Oakview GP”), Oakview Investments, LLC, a Delaware limited liability company (“Oakview Investments”), Patrick Malone and Corey Henegar (collectively referred herein as “Reporting Persons”). Oakview Capital Management is the investment manager of, and may be deemed to indirectly beneficially own securities owned by Oakview Value Fund. Oakview GP is the general partner of, and may be deemed to indirectly beneficially own securities owned by Oakview Value Fund. Oakview Capital Management is the investment adviser to various separate managed accounts (collectively, the “Managed Accounts”) and may be deemed to indirectly beneficially own securities owned by the Managed Accounts. Oakview Investments is the general partner of, and may be deemed to indirectly beneficially own, securities owned by Oakview Capital Management. Mr. Malone and Mr. Henegar are the members of, and may be deemed to indirectly beneficially own securities owned by, Oakview Investments. Oakview Value Fund and the Managed Accounts are the record and direct beneficial owner of the securities covered by this statement. Oakview Value Fund and Oakview GP disclaim beneficial ownership of the securities held by the Managed Accounts.

Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

The address of the principal business office of each of the Reporting Persons is c/o Oakview Capital Management, L.P., 3879 Maple Avenue, Suite 300, Dallas, Texas 75219.

See Item 4 on the cover page(s) hereto.

Common Shares, no par value

294375209

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 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 five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

The securities held by the Managed Accounts as to which this statement is filed are owned of record by and held for the benefit of third-party clients of Oakview Capital Management in the ordinary course of business. As such, those client(s) have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities held by the Managed Accounts. Other than the aggregate securities held by the Managed Accounts as to which this statement is filed, which are separately managed customer accounts where Oakview Capital Management serves only as investment adviser in the ordinary course of business, no other client of Oakview Capital Management is known to have such right or power with respect to more than five percent of this class of securities.

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

Not Applicable.

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 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.

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.

EXHIBIT INDEX