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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Vertex Energy Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
92534K107 (CUSIP Number) |
Kirk Rule Highbridge Capital Management, LLC, 277 Park Avenue, 23rd Floor New York, NY, 10172 212-287-2500 Adriana Schwartz, Esq. Schulte Roth & Zabel LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/21/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 92534K107 |
| 1 |
Name of reporting person
Highbridge Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Vertex Energy Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1331 GEMINI STREET, SUITE 250, HOUSTON,
TEXAS
, 77058. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 1, 2024 (the "Original Schedule 13D" and together with this Amendment No. 1, the "Schedule 13D"). This Amendment No. 1 amends and
supplements Items 4 and 6 and amends and restates Item 5(a)-(c) and (e) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
In accordance with the Restructuring Support Agreement (described in the Original Schedule 13D), the Issuer Parties filed the Chapter 11 Cases with the Bankruptcy Court on September 24, 2024, and filed a Chapter 11 plan (the "Plan") with the Bankruptcy Court on December 20, 2024. On December 20, 2024, the Bankruptcy Court confirmed the Plan.The Plan became effective in accordance with its terms on January 21, 2025 (the "Effective Date"), and the Issuer Parties emerged from the Chapter 11 Cases.On the Effective Date, pursuant to the Plan, all shares of Common Stock, all warrants to purchase the Common Stock, and any other equity-based instruments, issued and outstanding immediately prior to the Effective Date, and any rights of any holder in respect thereof, were deemed cancelled, released, extinguished, and of no further force or effect.Also in accordance with the Plan, on the Effective Date, the obligations under the Restructuring Support Agreement and under the DIP Loan Agreement of the parties signatories thereto were cancelled.Following the consummation of the transactions that occurred on January 21, 2025, any "group" that may be deemed to have existed between the Reporting Person and the other parties to the Restructuring Support Agreement has been terminated.Pursuant to the Plan and following the cancellation of the Common Stock on the Effective Date, the reorganized company issued new common equity interests ("New Common Stock") to holders of Allowed DIP Claims (as defined in the Plan) and Allowed Term Loan Claims (as defined in the Plan), including the Reporting Person. The New Common Stock is not registered under, nor convertible into equity registered under, Section 12(b) or (g) of the Act and, accordingly, ownership of such New Common Stock is not subject to reporting under Section 13(d) or (g) of the Act. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Person. | |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | Except as described in Item 4, the Reporting Person has not effected transactions in the shares of Common Stock during the past sixty (60) days. | |
| (e) | January 21, 2025. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 of this Amendment No. 1 is incorporated herein by reference.In accordance with the Plan, on the Effective Date, the previously reported warrants to purchase an aggregate of 1,114,707 shares of Common Stock held by the Highbridge Funds were deemed cancelled, released, extinguished, and of no further force or effect. | ||
| 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.
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